Common use of Remedies of the Indemnitee Clause in Contracts

Remedies of the Indemnitee. (a) If (i) a determination is made pursuant to Section 10(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If Subject to Section 10(e), in the event that (i) a determination is made pursuant to Section 10(b8(b) of this Agreement that the Indemnitee is not entitled to indemnification under this AgreementDeed, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 Section 6 or 9 of this Agreement10(d), (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement 8 within 60 30 days after the later of the receipt by the Company Indemnitors of the request for indemnificationindemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Deed is not made pursuant to Sections 7 or 9 of this Agreement (A) within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 10(d), within 30 days after receipt by the Indemnitors of a written request therefor, or (v) the Indemnitors or any other person or entity takes or threatens to take any action to declare this Deed void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other by a court of competent jurisdiction, jurisdiction of his or her entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The place of arbitration shall be Dublin, Ireland. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 days 12 months following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding brought by the Indemnitee to enforce his or her rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration4. The Indemnitors shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitrationarbitration in accordance with this Deed.

Remedies of the Indemnitee. (a) If In the event (i) a determination is made pursuant to Section 10(b) of this Agreement 8 hereof that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 of this AgreementSection 7 hereof, (iii) no the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or Section 8(c) hereof and such determination shall not have been made pursuant to Section 10(band delivered in a written opinion within forty-five (45) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement hereto within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to this Agreement, the Indemnitee shall be entitled to seek an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitrationhereunder.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If a. Subject to 13(f), in the event that (i) a determination is made pursuant to Section 10(b) 11 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or Section 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections Section 5, 6, 7 or 9 the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (viv) payment of indemnification pursuant to any other section Section 3 or 4 of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, (v) in the event the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, or (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, or (v) the Indemnitee determines in its sole discretion that such action is appropriate or desirable, the Indemnitee shall be entitled to seek an adjudication in an appropriate court located in the State of Maryland, or in any other by a court of competent jurisdiction, of jurisdiction as to his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 9 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections Section 8 or 9 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by Independent Counsel pursuant to Section 10(b9(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within 60 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 Section 5 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 9 or 10 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of MarylandDelaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a11(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If (i) a determination is made pursuant to Section 10(b) of this Agreement hereof that the Indemnitee is not entitled to indemnification under this Agreement, (ii) an advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreementhereof, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement hereof within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement hereof within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, of his the Indemnitee’s entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at his the Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his or her rights under Section 7 of this Agreementhereof. Except as set forth herein, the provisions of Maryland law (without regard to its conflict conflicts of laws rules) shall apply to any such arbitration. The Indemnitors Company shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by the Company Cameron of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by Cameron of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 10 days after receipt by the Company Cameron of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) of this Agreement 6 above that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 of this AgreementSection 5 above, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b6(b) of this Agreement above within 60 ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, therefor or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 above, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the Court of Chancery of the State of MarylandDelaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Associationindemnification. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a7(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors Company shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitrationadjudication.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 3 of this Agreement, (iii) no the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8 of this Agreement and such determination shall not have been made pursuant and delivered to Section 10(bthe Indemnitee in writing within twenty (20) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8 of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections Section 7 or 9 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of Maryland, or in any other court of competent jurisdiction, of his her entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his her sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) of this Agreement 6 above that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 of this AgreementSection 5 above, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b6(b) of this Agreement above within 60 ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, therefor or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 above, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of MarylandDelaware, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Associationindemnification. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a7(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors Company shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitrationadjudication.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 9 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections Section 8 or 9 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by Independent Counsel pursuant to Section 10(b9(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within 60 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 Section 5 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 9 or 10 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of MarylandDelaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance advancement or reimbursement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If (i) a determination is made pursuant to Section 10(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 4 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 3 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(b4.1(b) of this Agreement within 60 ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 4 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of MarylandBVI , or in any other court of competent jurisdiction, of his the Indemnitee’s entitlement to such indemnification or advance of Expensesindemnification. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a5.1(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors Company shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 6 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Disinterested Directors, a committee of Disinterested Directors or the stockholders of the Company pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 20 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 30 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or Section 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event (i) a determination is made pursuant to Section 10(b) of this Agreement 8 hereof that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 of this AgreementSection 7 hereof, (iii) no the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or Section 8(c) hereof and such determination shall not have been made pursuant to Section 10(band delivered in a written opinion within forty-five (45) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement hereto within ten fifteen (1015) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten fifteen (1015) days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to this Agreement, the Indemnitee shall be entitled to seek an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitrationhereunder.

Remedies of the Indemnitee. (a) If In the event that (i1) a determination is made pursuant to Section 10(b) 6 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii2) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 5 of this Agreement, (iii3) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(b) 6 of this Agreement within 60 ninety days after the later of receipt by the Company of the request for indemnificationindemnification (as such deadline may be extended pursuant to Section 6(f) upon a determination to be made by the stockholders of the Company) and the final disposition of the Proceeding for which indemnification is sought, (iv4) payment of indemnification is not made pursuant to Sections 7 as required by Section 4 or 9 Section 2(c) or the last sentence of Section 6(c) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v5) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, jurisdiction of his the Indemnitee’s entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Associationindemnification. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors Company shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 20 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 30 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or Section 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If Subject to Section 9(f), in the event that (i) a determination is made pursuant to Section 10(b) of this Agreement 8 that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 of this AgreementSection 7, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement 8 within 60 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 Section 3(c), 6, or 9 12 or the last sentence of this Agreement Section 8(f) within ten (10) 10 days after receipt by the Company of a written request therefortherefore, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company Section 3 is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, the Indemnitee shall be entitled to an adjudication in an appropriate by a court located in the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors Company shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date.

Remedies of the Indemnitee. (a) If In the event (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by Independent Counsel pursuant to Section 10(b8(b) or Section 8(c) of this Agreement and such determination shall not have been made and delivered in a written opinion within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 6 of this Agreement, (iii) no the determination of entitlement of indemnification is to indemnification shall have been be made by the Disinterested Directors, a committee of Disinterested Directors or the stockholders of the Company pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 20 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 30 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or Section 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 7 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections Section 8 or 9 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b7(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by the Company or the Partnership of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (ivv) payment of indemnification is not made pursuant to Sections 7 or 9 Section 5 of this Agreement within ten (10) days after receipt by the Company or the Partnership of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 7 or 8 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court of competent jurisdiction, Delaware of his or her entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his or her sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If (i) Subject to Section 4(d)(v), in the event that (A) a determination is made pursuant to Section 10(b4(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (iiB) advance advancement of Expenses is not timely made pursuant to Sections 8 Section 3 or 9 Section 4(d)(iv) of this Agreement, (iiiC) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b4(b) of this Agreement within 60 30 days after the later of the receipt by the Company of the request for indemnificationindemnification or the final disposition of the Proceeding, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (vD) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made (x) within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or (y) with respect to indemnification pursuant to Section 2(c), Section 2(d) and Section 4(d)(iv) of this Agreement, within 30 days after receipt by the Company of a written request therefor or (E) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other by a court of competent jurisdiction, jurisdiction of his or her entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors Company shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitrationaccordance with this Agreement.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 6 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Disinterested Directors, a committee of Disinterested Directors or the stockholders of the Company pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 20 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 30 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or Section 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court Delaware of competent jurisdiction, of his the Indemnitee's entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his the Indemnitee's rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of Maryland, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If a. Subject to 13(f), in the event that (i) a determination is made pursuant to Section 10(b) 11 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or Section 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections Section 5, 6, 7 or 9 the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefortherefore, or (viv) payment of indemnification pursuant to any other section Section 3 or 4 of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, (v) in the event the company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, or (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, or (vii) the Indemnitee determines in its sole discretion that such action is appropriate or desirable, the Indemnitee shall be entitled to seek an adjudication in an appropriate court located in the State of Maryland, or in any other by a court of competent jurisdiction, of jurisdiction as to his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If (i) a determination is made pursuant to Section 10(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, of his the Indemnitee’s entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at his the Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his [his/her] rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict conflicts of laws rules) shall apply to any such arbitration. The Indemnitors Company shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If (i) a determination is made pursuant to Section 10(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict conflicts of laws rules) shall apply to any such arbitration. The Indemnitors Indemnitor shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 7 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 6 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b7(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 5 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 7 or 8 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a9(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 4 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advance advancement of ExpensesExpenses . Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event (i) a determination is made pursuant to Section 10(b) of this Agreement 9 hereof that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections Section 8 or 9 of this Agreementhereof, (iii) no the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) or Section 9(c) hereof and such determination shall not have been made pursuant to Section 10(band delivered in a written opinion within forty-five (45) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections Section 7 or 9 of this Agreement hereof within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 9 or 10 hereof, the Indemnitee shall be entitled to seek an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a11(a); providedPROVIDED, howeverHOWEVER, that the foregoing clause shall not apply to in respect of a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration6 hereof.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 3 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b8(a) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8 of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections Section 7 or 9 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 6 of this Agreement, (iii) no the determination of entitlement of indemnification is to indemnification shall have been be made by the Disinterested Directors, a committee of Disinterested Directors or the stockholders of the Company pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 20 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 30 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made Confidential Treatment Requested by The Fresh Market Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or Section 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If The Company shall be bound by and have no right to challenge a favorable determination. Subject to Section 12(e), if (i) a determination is made pursuant to Section 10(b) of this Agreement 10 that the Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advance advancement of Expenses is not timely made pursuant to Sections Section 8 or 9 of this Agreement12(d), (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(b) 10 of this Agreement within 60 90 days after the later of the receipt by the Company of the request for indemnificationindemnification or the final disposition of the Proceeding, (iv) payment of indemnification is not made (A) within ten days after a determination is made that the Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 7 or 9 of this Agreement 4, 5, and 12(d), within ten (10) 30 days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to the Company or any other section of person or entity takes or threatens to take action to declare this Agreement void or the Charter unenforceable, or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled institutes litigation or other action or proceeding designed to indemnificationdeny, or to recover from, the Indemnitee shall the benefits provided or intended to be provided to the Indemnitee, then the Indemnitee will be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other by a court of competent jurisdiction, jurisdiction of his the Indemnitee’s entitlement to such indemnification or advance advancement of Expenses. With respect to (ii)-(v) above, Indemnitee shall have the right to retain separate counsel, at the expense of the Company, to represent Indemnitee in any such matter. Alternatively, the Indemnitee, at his option, Indemnitee may seek an award in arbitration with respect to entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall must commence a such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall will not apply to in respect of a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration4. The Indemnitors shall Company will not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitrationarbitration in accordance with this Agreement.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except In the event that a determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as set forth hereina de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the provisions Company shall have the burden of Maryland law (without regard proving that the Indemnitee is not entitled to its conflict indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of laws rules) shall apply this Agreement that is adverse to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination is made with respect to the Indemnitee's entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). If a determination is made or deemed to have been made pursuant to Section 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 10, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration, unless the court or arbitrator determines that each of the Indemnitee's claims in such Proceeding were made in bad faith or were frivolous. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee's material defenses in such Proceeding were made in bad faith or were frivolous. Any judicial adjudication or arbitration determined under this Section 10 shall be final and binding on the parties.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, therefore or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an and award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 7 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 6 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b7(b) of this Agreement within 60 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten thirty (1030) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten thirty (1030) days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 7 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of MarylandDelaware, or in any other court of competent jurisdiction, of his the Indemnitee’s entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Associationindemnification. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 days one year following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a9(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors Company shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If a. Subject to 13(f), in the event that (i) a determination is made pursuant to Section 10(b) 11 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or Section 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections Section 5, 6, 7 or 9 the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (viv) payment of indemnification pursuant to any other section Section 3 or 4 of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, (v) in the event the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, or (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, or (vii) the Indemnitee determines in its sole discretion that such action is appropriate or desirable, the Indemnitee shall be entitled to seek an adjudication in an appropriate court located in the State of Maryland, or in any other by a court of competent jurisdiction, of his jurisdiction as to her entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his her rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a an initial determination is made pursuant to Section 10(b) 5 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses an Expense Advance is not timely made pursuant to Sections 8 or 9 of when and as required under this Agreement, (iii) no payment has not been timely made following a determination of entitlement that the Indemnitee is entitled to indemnification shall or such determination is deemed to have been made pursuant to Section 10(b6(b) of this Agreement within 60 days after receipt by the Company of the request for indemnificationAgreement, or (iv) payment of indemnification is not made pursuant to Sections 7 or 9 the Indemnitee otherwise seeks enforcement of this Agreement within ten (10) days after receipt by Agreement; then in each such case the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an a final adjudication in an appropriate court located in a court, under the State terms of Maryland, or in any other court Section 18(h) of competent jurisdictionthis Agreement, of his the Indemnitee’s entitlement to such indemnification or advance of ExpensesExpense Advance. Alternatively, unless court approval is required by law for the indemnification or Expense Advance sought by the Indemnitee, the Indemnitee at his option, the Indemnitee’s option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an Association now in effect, which award in arbitration is to be made within 180 120 days following the date on which filing of the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreementdemand for arbitration. Except as set forth herein, the provisions of Maryland Florida law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors Corporation shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitration award. In any such proceeding or arbitration, the Indemnitee shall be presumed to be entitled to indemnification and Expense Advances under this Agreement and the Corporation shall have the burden of proof to overcome that presumption.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement, payment or reimbursement of Expenses is not timely made pursuant to Sections 8 or 9 Section 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, therefore or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance advancement, payment or reimbursement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an and award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Exhibit 10.1 Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement Deed that the Indemnitee is not entitled to indemnification under this AgreementDeed, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 6 of this AgreementDeed, (iii) no the determination of entitlement to indemnification is to be made by the Board pursuant to Section 7(b) of this Deed and such determination shall not have been made pursuant and delivered to Section 10(b) of this Agreement the Indemnitee in writing within 60 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) or (c) of this Deed and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 45 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 5 of this Agreement Deed within ten (10) 10 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 7 or 8 of this Deed, the Indemnitee shall be entitled to an adjudication in an appropriate court located bring a claim in the State of Maryland, or in any other court of competent jurisdiction, English courts of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a9(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 4 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitrationDeed.

Remedies of the Indemnitee. (a) If a. Subject to 13(f), in the event that (i) a determination is made pursuant to Section 10(b) 11 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or Section 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections Section 5, 6, 7 or 9 the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefortherefore, or (viv) payment of indemnification pursuant to any other section Section 3 or 4 of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, (v) in the event the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, or (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, or (vii) the Indemnitee determines in its sole discretion that such action is appropriate or desirable, the Indemnitee shall be entitled to seek an adjudication in an appropriate court located in the State of Maryland, or in any other by a court of competent jurisdiction, of jurisdiction as to his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b1(d) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement1(b), (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b1(d) of this Agreement within 60 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnification, or (v) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, the Indemnitee shall be entitled to an adjudication in an appropriate any court located in the State of Maryland, or Connecticut having subject matter jurisdiction thereof and in any other court of competent jurisdiction, which venue is proper of his entitlement to such indemnification or advance advancement of Expenses, and the Company hereby consents to service of process and to appear in any such proceeding. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a7(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors Company shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that: (i) a determination is made pursuant to Section 10(b) 5 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, ; (ii) advance of Expenses an Expense Advance is not timely made pursuant to Sections 8 or 9 of when and as required under this Agreement, ; (iii) no payment has not been timely made following a determination of entitlement that the Indemnitee is entitled to indemnification shall or such determination is deemed to have been made pursuant to Section 10(b6(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, Agreement; or (iv) payment of indemnification is not made pursuant to Sections 7 or 9 the Indemnitee otherwise seeks enforcement of this Agreement within ten (10) days after receipt by the Company of a written request thereforAgreement, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, then in each such case the Indemnitee shall be entitled to an a final adjudication in an appropriate court located in a court, under the State terms of Maryland, or in any other court Section 18(h) of competent jurisdictionthis Agreement, of his the Indemnitee's entitlement to such indemnification or advance of ExpensesExpense Advance. Alternatively, unless court approval is required by law for the indemnification or Expense Advance sought by the Indemnitee, the Indemnitee at his option, the Indemnitee's option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an Association now in effect, which award in arbitration is to be made within 180 120 days following the date on which filing of the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreementdemand for arbitration. Except as set forth herein, the provisions of Maryland Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors Corporation shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration award. In any such proceeding or arbitration, the Indemnitee shall be presumed to be entitled to indemnification and Expense Advance, and the Corporation shall have the burden of proof to overcome that presumption.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Disinterested Directors, a committee of Disinterested Directors or the stockholders of the Company pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 20 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 30 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or Section 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If (i) a determination is made pursuant to Section 10(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten (10) business days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) business days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court Maryland of competent jurisdiction, of his the Indemnitee’s entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at his the Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his [his/her] rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict conflicts of laws rules) shall apply to any such arbitration. The Indemnitors Company shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Disinterested Directors, a committee of Disinterested Directors or the stockholders of the Company pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 20 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 30 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or Section 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court Delaware of competent jurisdiction, of his the Indemnitee’s entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his the Indemnitee’s rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 9 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections Section 8 or 9 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b9(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 20 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections Section 7 or 9 of this Agreement within ten (10) 30 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 9 or Section 10 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a11(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 6 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If Subject to Section 13(f), in the event that (i) a determination is made pursuant to Section 10(b) 11 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b11(a) of this Agreement within 60 sixty (60) days after receipt by the Company of the request for indemnificationindemnification that does not include a request for Independent Counsel, (iviii) payment of indemnification is not made pursuant to Sections 7 Section 5 or 9 6 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (viv) payment of indemnification pursuant to any other section Section 3, 4 or 7 of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, or (v) the Indemnitee determines in its sole discretion that such action is appropriate or desirable, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other by a court of competent jurisdiction, of jurisdiction as to his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing clause time limitation shall not apply to in respect of a proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors Company shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If a)In the event that (i1) a determination is made pursuant to Section 10(b) 6 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii2) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 5 of this Agreement, (iii3) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(b) 6 of this Agreement within 60 ninety days after the later of receipt by the Company of the request for indemnificationindemnification (as such deadline may be extended pursuant to Section 6(f) upon a determination to be made by the stockholders of the Company) and the final disposition of the Proceeding for which indemnification is sought, (iv4) payment of indemnification is not made pursuant to Sections 7 as required by Section 4 or 9 Section 2(c) or the last sentence of Section 6(c) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v5) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, jurisdiction of his the Indemnitee’s entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Associationindemnification. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors Company shall not oppose the Indemnitee's ’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 Section 3 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, therefor or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event that (i) a determination is made pursuant to Section 10(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement, payment or reimbursement of Expenses is not timely made pursuant to Sections 8 or 9 Section 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by the Board pursuant to Section 10(b8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Sections 7 or 9 Section 6 of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, therefore or (vvi) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) 10 days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court located in of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance advancement, payment or reimbursement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a proceeding such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding Proceeding brought by the Indemnitee to enforce his rights under Section 7 5 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration.

Remedies of the Indemnitee. (a) If In the event (i) a determination is made pursuant to Section 10(b) of this Agreement 8 hereof that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance advancement of Expenses is not timely made pursuant to Sections 8 or 9 of this AgreementSection 7 hereof, (iii) no the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or Section 8(c) hereof and such determination shall not have been made pursuant to Section 10(band delivered in a written opinion within forty-five (45) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement hereto within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to this agreement, the Indemnitee shall be entitled to seek an adjudication in an appropriate court located in the Court of Chancery of the State of Maryland, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advance advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Indemnitee shall commence a such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing clause shall not apply to in respect of a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitrationhereunder.