Common use of Standard of Conduct Clause in Contracts

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and (2) that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee, or (B) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten (10) business days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination. Indemnitee shall cooperate with the person making the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person making the Standard of Conduct Determination shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.

Standard of Conduct. To Indemnitee shall be entitled to indemnification and/or advancement of Expenses (subject to the extent provision of an undertaking in compliance with Section 10 in the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the provisions best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea by Indemnitee, Indemnitee shall remain entitled to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 9(a6(b)(i)-(iv) are inapplicable below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to a Claim related to an Indemnifiable Event such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable met the standard of conduct under Delaware law that set forth in this Section 6(a) and thus is a legally required condition entitled to indemnification of Indemnitee hereunder against Losses relating to such Claim and (2for any items set forth in Section 3(a) that Expense Advances must be repaid to above, then the Company (a “Standard of Conduct Determination”) shall be made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee, or (B) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten (10) business days of such request, any and all Expenses incurred by Indemnitee in cooperating accordance with the person or persons making such Standard of Conduct Determination. Indemnitee shall cooperate with the person making the Standard of Conduct Determination with respect to Indemniteedecision-maker’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person making the Standard of Conduct Determination shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.

Standard of Conduct. To Company shall use commercially reasonable efforts, including but not limited to committing the extent necessary staff, laboratories, offices, equipment and other facilities, to conduct the Research Program, subject to Section 5.1, substantially in accordance with Exhibit A. In the event that LLS has a reasonable basis to believe that Company is not using commercially reasonable efforts to achieve the Milestones and Deliverables set forth on Exhibit C hereto, LLS shall give written notice thereof to Company specifying the basis for such belief Company shall make commercially reasonable good faith efforts to address the concerns of LLS within ** days after Company’s receipt of the notice. If LLS reasonably believes that Company has not done so during such ** day period, LLS shall notify Company within ** days after the expiration of such ** day period, whereupon, LLS and Company shall negotiate in good faith within ** days to attempt to mutually resolve the issue. If the Parties cannot then resolve the issue informally, it shall be deemed a Dispute (as hereinafter defined) and resolved pursuant to the provisions of Section 9(a14 hereof Notwithstanding anything to the contrary in this Agreement, Company shall not be deemed to have failed to use commercially reasonable efforts to achieve the Milestones and Deliverables set forth on Exhibit C hereto or to perform the Research Program, in the event one or more of the following events or circumstances (the “Development Exceptions”) are inapplicable is attributable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law failure or delay in performance by Company that is a legally required condition to indemnification outside of Indemnitee hereunder against Losses relating to such Claim and (2) that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows: Company’s reasonable control: (i) if no Change in Control has occurredthe occurrence of adverse events or health, (A) by safety or efficacy issues such that the Company determines to hold or delay a majority vote of the Disinterested Directorsstudy, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurredany regulatory hold, constraint or restriction is imposed or raised by the FDA or any other regulatory authority; (Aiii) by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemniteeany Force Majeure event, or (Biv) if the Indemnitee so requests in writing, by a majority vote sale of the Disinterested DirectorsProduct is enjoined or likely to be enjoined based on a reasonable opinion of Company’s outside counsel as a result of allegations of infringement of its intellectual property. For the avoidance of doubt, even if less than a quorum Company’s failure to meet one of the Board. The Company Milestones or Deliverables set forth in Exhibit C shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance not automatically establish Company’s failure to Indemnitee, within ten (10) business days of such request, any and all Expenses incurred by Indemnitee in cooperating with use commercially reasonable efforts to develop the person or persons making such Standard of Conduct Determination. Indemnitee shall cooperate with the person making the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person making the Standard of Conduct Determination shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this AgreementProduct.

Standard of Conduct. To (a) No claim for indemnification shall be paid by the extent Company unless the Company has determined that the provisions of Section 9(a) are inapplicable Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and (2) that Expense Advances must be repaid in or not opposed to the best interests of the Company (and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Unless ordered by a “Standard of Conduct Determination”) court, such determinations shall be made as follows: made: (i) if no prior to a Change in Control has occurred, (Aa) by a majority vote of the Company’s directors who are not parties to the Proceeding (“Disinterested Directors”) for which indemnification is sought, even if though less than a quorum of the Boardquorum, (Bb) by a committee of Disinterested Distinterested Directors designated by a majority vote of the Disinterested DirectorsCompany’s directors, even though less than a quorum or quorum, (Cc) if there are no such Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (selected by a majority vote of the Company’s directors and approved by Indemnitee, which approval shall not unreasonably be withheld or delayed) in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) by Independent Counsel in a written opinion addressed to the Boardopinion, a copy of which shall be delivered to Indemnitee, or (Bd) if by the Indemnitee so requests Company’s stockholders, or (ii) following a Change in writingControl, by Independent Counsel (selected by Indemnitee and approved by the Company, which approval shall not unreasonably be withheld or delayed) in a majority vote written opinion, a copy of the Disinterested Directors, even if less than a quorum of the Boardwhich shall be delivered to Indemnitee. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten (10) business days of such request, any and all Expenses incurred by promptly will advise Indemnitee in cooperating writing with the person respect to any determination that Indemnitee is or persons making is not entitled to indemnification, including without limitation, a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such Standard of Conduct Determinationdetermination. Indemnitee shall reasonably cooperate with the person person, persons or entity making the Standard of Conduct Determination such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such person person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person Any Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Standard Company (irrespective of Conduct Determination the determination as to Indemnitee’s entitlement to indemnification), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom to the fullest extent permitted by applicable law. (b) For purposes of any determination of good faith, Indemnitee shall act reasonably and be deemed to have acted in good faith in making a determination regarding the if Indemnitee’s entitlement action is based on good faith reliance on (i) the records or books of account of the Company, including financial statements, (ii) information supplied to Indemnitee by the directors or officers of the Company in the course of their duties as to matters Indemnitee reasonably believed were within such other person’s competence, (iii) the advice of legal counsel for the Company, its Board, any committee of the Board or any director as to matters Indemnitee reasonably believed were within such other person’s professional or expert competence, or (iv) information or records given or reports made to the Company, its Board, any committee of the Board or any director, by an independent certified public accountant or by an appraiser or other expert as to matters Indemnitee reasonably believed were within such other person’s professional or expert competence. The provisions of this Section 6 (b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (c) The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Standard of Conduct. To the extent that the provisions of Section 9(a) [Mandatory Indemnification; Indemnification as a Witness] are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and (2) any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee, or (B) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten thirty (1030) business days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination. Indemnitee shall cooperate with the person making the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person making the Standard of Conduct Determination shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.

Standard of Conduct. To the extent (a) No claim for indemnification shall be paid by Company unless it has been determined that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that Indemnitee shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and (2) that Expense Advances must be repaid to met the Company (a “Standard of Conduct Determination”Conduct. (b) Unless a Change in Control shall have occurred, and unless otherwise ordered by a court, such determinations shall be made as follows: by (i) if no Change in Control has occurred, (A) by a majority vote of Company’s directors who are not parties to the Disinterested DirectorsProceeding for which indemnification is sought, even if though less than a quorum of the Boardquorum, (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested DirectorsCompany’s directors, even though less than a quorum or quorum, (Ciii) if there are no such Disinterested Directorsdirectors, or if such directors so direct, by Independent Counsel independent legal counsel in a written opinion addressed to opinion, or (iv) if the BoardBoard shall so direct, by the Company’s stockholders. (c) If a copy of which Change in Control shall have occurred, unless otherwise ordered by a court, such determination shall be delivered made by independent legal counsel in a written opinion. (d) If any determination pursuant to Indemnitee; and this Section 7 shall be made by independent legal counsel, such counsel shall be selected, (i) if a Change in Control shall not have occurred, by the directors of the Company described in clause (b)(i) or (b)(ii) of this Section 7, in their sole discretion and (ii) if a Change in Control shall have occurred, (A) by Independent Counsel in a written opinion addressed such directors, subject to the Boardconsent of Indemnitee, a copy of which consent may not be unreasonably withheld, conditioned or delayed. (e) Indemnitee shall be delivered deemed to Indemnitee, or (B) if have met the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten (10) business days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such relevant Standard of Conduct Determinationif a determination pursuant to clause (b) or (c) of this Section 7 has not been made within sixty days of a demand by Indemnitee for indemnification of Losses. If the Indemnitee shall cooperate with the person making has been determined not to have met the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnificationConduct, Indemnitee may commence litigation in the Delaware Court of Chancery seeking an initial de novo determination by the court or challenging any such determination or any aspect thereof, including providing the legal or factual bases therefor, and the Company hereby consents to service of process and agrees to appear in any such person upon reasonable advance request any documentation or information which is not privileged or proceeding. Any determination under this Section 6 otherwise protected from disclosure shall be conclusive and which is reasonably available to Indemnitee binding on the Company and reasonably necessary to making such determination. The person making Indemnitee. (f) No determination regarding the relevant Standard of Conduct Determination shall act reasonably and in good faith in making a determination regarding be required before the IndemniteeCompany advances Expenses to Indemnitee pursuant to Section 7 of this Agreement or shall otherwise affect the Company’s entitlement to indemnification obligations under this Agreementsuch Section.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware Nevada law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and (2) any determination that Expense Advances must be repaid to the Company (a “"Standard of Conduct Determination”") shall be deemed made as followsin the affirmative, with respect to a legally required condition to indemnification and in the negative with respect to any obligation to repay Expense Advances if so determined by any one or more of the following:: (i) if no Change in Control has occurred, by the holders of a majority of the outstanding common voting stock of the Company (Aacting at a meeting or by written consent), (ii) by a majority vote of the a quorum consisting entirely of Disinterested Directors, even , (iii) if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or consisting entirely of Disinterested Directors so orders, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to the Indemnitee, (Civ) if there are no such a quorum of Disinterested DirectorsDirectors cannot be obtained, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; andor (iiv) if a Change in Control shall have occurredhas occurred since the time of any acts or omissions of Indemnitee or the Company that are related to a Claim for which the indemnification is sought, (A) at the option of Indemnitee, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. By way of clarification, or if holders of a majority of the outstanding voting common stock of the Company vote that Expense Advances are to be repaid under clause (Bi) if the Indemnitee so requests in writingabove, but by a majority vote of the Disinterested Directors, even if less than a quorum consisting entirely of Disinterested Directors votes that Expense advances are not to be repaid under clause (ii) above, then the Boarddetermination under clause (ii) shall control, and the Indemnitee shall have no obligation to repay Expense Advances. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten five (105) business days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination. Determination (including, without limitation, costs and expenses of legal counsel advising Indemnitee shall cooperate with the person making the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnification, including providing to on such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person making the Standard of Conduct Determination shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreementmatter).

Standard of Conduct. To (a) No claim for indemnification shall be paid by the extent Company unless the Company has determined that the provisions of Section 9(a) are inapplicable Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and (2) that Expense Advances must be repaid in or not opposed to the best interests of the Company (and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Unless ordered by a “Standard of Conduct Determination”) court, such determinations shall be made as follows: made: (i) if no prior to a Change in Control has occurred, (Aa) by a majority vote of the Disinterested DirectorsCompany’s directors who are not parties to the Proceeding for which indemnification is sought, even if though less than a quorum of the Boardquorum, (Bb) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested DirectorsCompany’s directors, even though less than a quorum or quorum, (Cc) if there are no such Disinterested Directorsdirectors, or if such directors so direct, by Independent Counsel (selected by a majority vote of the Company’s directors and approved by Indemnitee, which approval shall not unreasonably be withheld or delayed) in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) by Independent Counsel in a written opinion addressed to the Boardopinion, a copy of which shall be delivered to Indemnitee, or (Bd) if by the Indemnitee so requests Company’s stockholders, or (ii) following a Change in writingControl, by Independent Counsel (selected by Indemnitee and approved by the Company, which approval shall not unreasonably be withheld or delayed) in a majority vote written opinion, a copy of the Disinterested Directors, even if less than a quorum of the Boardwhich shall be delivered to Indemnitee. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten (10) business days of such request, any and all Expenses incurred by promptly will advise Indemnitee in cooperating writing with the person respect to any determination that Indemnitee is or persons making is not entitled to indemnification, including without limitation, a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such Standard of Conduct Determinationdetermination. Indemnitee shall reasonably cooperate with the person person, persons or entity making the Standard of Conduct Determination such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such person person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person Any Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Standard Company (irrespective of Conduct Determination the determination as to Indemnitee’s entitlement to indemnification), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom to the fullest extent permitted by applicable law. (b) For purposes of any determination of good faith, Indemnitee shall act reasonably and be deemed to have acted in good faith in making a determination regarding the if Indemnitee’s entitlement action is based on good faith reliance on (i) the records or books of account of the Company, including financial statements, (ii) information supplied to Indemnitee by the directors or officers of the Company in the course of their duties as to matters Indemnitee reasonably believed were within such other person’s competence, (iii) the advice of legal counsel for the Company, its Board, any committee of the Board or any director as to matters Indemnitee reasonably believed were within such other person’s professional or expert competence, or (iv) information or records given or reports made to the Company, its Board, any committee of the Board or any director, by an independent certified public accountant or by an appraiser or other expert as to matters Indemnitee reasonably believed were within such other person’s professional or expert competence. The provisions of this Section 6(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (c) The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Standard of Conduct. To No claim for indemnification shall be paid by the extent Company unless it has been determined that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the provisions best interests of Section 9(a) are inapplicable the Company and, with respect to a Claim related any criminal action or proceeding, had no reasonable cause to an Indemnifiable Event that shall have been finally disposed of, any determination believe his or her conduct was (1) a Change of whether Indemnitee has satisfied any applicable standard Control (as defined in Section 1 of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and this Agreement) shall have occurred, or (2) that Expense Advances must be repaid to ordered by a court or other tribunal, such determinations of whether the Company (a “Standard of Conduct Determination”) has been satisfied shall be made as follows: (i) if no Change in Control has occurred, by (A) by a majority vote of the Disinterested Directorsdirectors of the Company who are not parties to the Proceeding, even if though less than a quorum of the Boardquorum, or (B) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directorssuch directors, even though less than a quorum quorum, or (C) if there are no such Disinterested Directorsdirectors, or if such directors so direct, by Independent Counsel independent legal counsel in a written opinion, or (D) by stockholders of the Company. If a Change of Control has occurred, such determination of whether the Standard of Conduct has been satisfied shall be made by independent legal counsel in a written opinion addressed to the Board, a copy of which Company and Indemnitee. Such independent legal counsel shall be delivered to Indemnitee; and selected by Indemnitee and approved by the Company (ii) if a Change in Control which approval shall have occurred, (A) by Independent Counsel in a written opinion addressed to the Board, a copy of which shall not be delivered to Indemnitee, unreasonably withheld or (B) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Boarddelayed). The Company shall pay the fees and expenses of the independent legal counsel and indemnify and hold harmless Indemnitee the independent legal counsel against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten (10) business days of such request, any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement and shall indemnify, reimburse and pay Indemnitee for Expenses incurred by Indemnitee in cooperating connection with the person or persons making such Standard of Conduct Determinationdetermination. Indemnitee shall cooperate with the person making be deemed to have met the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which if the determination is not privileged or otherwise protected from disclosure and which is reasonably available made by the Company within sixty days of receipt by the General Counsel of a written request by Indemnitee for indemnity. If the Indemnitee has been determined not to Indemnitee and reasonably necessary to making such determination. The person making have met the Standard of Conduct Determination shall act reasonably Conduct, Indemnitee may commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in good faith which venue is proper seeking an initial de novo determination by the court or challenging any such determination or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and agrees to appear in making any such proceeding. Any determination under this Section 5 otherwise shall be conclusive and binding on the Company and Indemnitee. In no event shall a determination regarding be a prerequisite to or affect the IndemniteeCompany’s entitlement obligation to indemnification under advance Expenses to Indemnitee pursuant to Section 3 of this Agreement.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event Claim that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and (2) any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee, or (B) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel, selected by the Indemnitee, subject to the reasonable approval of the Board, in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. Indemnitee and the Company shall cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten thirty (1030) business days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination. Indemnitee shall cooperate with the person making the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person making the Standard of Conduct Determination shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware Nevada law that is a legally required condition to indemnification of Indemnitee hereunder against Indemnification Agreement | 7 Losses relating to such Claim and (2) any determination that Expense Advances must be repaid to the Company (a “"Standard of Conduct Determination”") shall be deemed made as followsin the affirmative, with respect to a legally required condition to indemnification and in the negative with respect to any obligation to repay Expense Advances if so determined by any one or more of the following: (i) if no Change in Control has occurred, by the holders of a majority of the outstanding common voting stock of the Company (Aacting at a meeting or by written consent), (ii) by a majority vote of the a quorum consisting entirely of Disinterested Directors, even , (iii) if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or consisting entirely of Disinterested Directors so orders, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to the Indemnitee, (Civ) if there are no such a quorum of Disinterested DirectorsDirectors cannot be obtained, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; andor (iiv) if a Change in Control shall have occurredhas occurred since the time of any acts or omissions of Indemnitee or the Company that are related to a Claim for which the indemnification is sought, (A) at the option of Indemnitee, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. By way of clarification, or if holders of a majority of the outstanding voting common stock of the Company vote that Expense Advances are to be repaid under clause (Bi) if the Indemnitee so requests in writingabove, but by a majority vote of the Disinterested Directors, even if less than a quorum consisting entirely of Disinterested Directors votes that Expense advances are not to be repaid under clause (ii) above, then the Boarddetermination under clause (ii) shall control, and the Indemnitee shall have no obligation to repay Expense Advances. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten five (105) business days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination. Determination (including, without limitation, costs and expenses of legal counsel advising Indemnitee shall cooperate with the person making the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnification, including providing to on such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person making the Standard of Conduct Determination shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreementmatter).

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and (2) any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum quorum, or (Ciii) if there are no such Disinterested Directorsat the election of Indemnitee in his or her sole discretion, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee, or (B) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten (10) business days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination. Indemnitee shall cooperate with the person persons making the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnificationsuch determination, including providing to such person persons, upon reasonable advance request request, any documentation or information which that is not privileged or otherwise protected from disclosure and which is reasonably reasonable available to Indemnitee and reasonably necessary to making such determination. The person Any costs or Expenses (including attorney’s fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Standard Company (irrespective of Conduct Determination shall act reasonably and in good faith in making a the determination regarding the as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification under this Agreementhas been denied.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware Nevada law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and (2) any determination that Expense Advances must be repaid to the Company (a “"Standard of Conduct Determination”") shall be made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of the a quorum consisting entirely of Disinterested Directors, even , (ii) if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or consisting entirely of Disinterested Directors so orders, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to the Indemnitee, (Ciii) if there a quorum of Disinterested Directors cannot be obtained, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to the Indemnitee, or (iv) if a Change in Control has occurred since the time of any acts or omissions of Indemnitee or the Company that are no such Disinterested Directorsrelated to a Claim for which the indemnification is sought, at the option of Indemnitee, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee, or (B) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten (10) 15 business days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination. Indemnitee shall cooperate with the person making the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person making the Standard of Conduct Determination shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event Claim that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to to, arising out of or resulting from such Indemnifiable Claim and (2) any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows: (i) if no a Change in Control has shall not have occurred, or if a Change in Control shall have occurred but Indemnitee shall have requested that the Standard of Conduct Determination be made pursuant to this clause (i), (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of the all Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurredoccurred and Indemnitee shall not have requested that the Standard of Conduct Determination be made pursuant to clause (i), (A) by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or (B) if the persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Boardand reasonably necessary to such determination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten (10) five business days of such request, any and all Expenses incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination. Indemnitee shall cooperate with the person making the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person making the Standard of Conduct Determination shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.

Standard of Conduct. To (a) No claim for indemnification shall be paid by the extent Company unless the Company has determined that the provisions of Section 9(a) are inapplicable Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and (2) that Expense Advances must be repaid in or not opposed to the best interests of the Company (and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Unless ordered by a “Standard of Conduct Determination”) court, such determinations shall be made as follows: made: (i) if no prior to a Change in Control has occurred, (Aa) by a majority vote of the Company’s directors who are not parties to the Proceeding (“Disinterested Directors”) for which indemnification is sought, even if though less than a quorum of the Boardquorum, (Bb) by a committee of Disinterested Directors designated by a majority vote of the Disinterested DirectorsCompany’s directors, even though less than a quorum or quorum, (Cc) if there are no such Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (selected by a majority vote of the Company’s directors and approved by Indemnitee, which approval shall not unreasonably be withheld or delayed) in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) by Independent Counsel in a written opinion addressed to the Boardopinion, a copy of which shall be delivered to Indemnitee, or (Bd) if by the Indemnitee so requests Company’s stockholders, or (ii) following a Change in writingControl, by Independent Counsel (selected by Indemnitee and approved by the Company, which approval shall not unreasonably be withheld or delayed) in a majority vote written opinion, a copy of the Disinterested Directors, even if less than a quorum of the Boardwhich shall be delivered to Indemnitee. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten (10) business days of such request, any and all Expenses incurred by promptly will advise Indemnitee in cooperating writing with the person respect to any determination that Indemnitee is or persons making is not entitled to indemnification, including without limitation, a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such Standard of Conduct Determinationdetermination. Indemnitee shall reasonably cooperate with the person person, persons or entity making the Standard of Conduct Determination such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such person person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person Any Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Standard Company (irrespective of Conduct Determination the determination as to Indemnitee’s entitlement to indemnification), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom to the fullest extent permitted by applicable law. (b) For purposes of any determination of good faith, Indemnitee shall act reasonably and be deemed to have acted in good faith in making a determination regarding the if Indemnitee’s entitlement action is based on good faith reliance on (i) the records or books of account of the Company, including financial statements, (ii) information supplied to Indemnitee by the directors or officers of the Company in the course of their duties as to matters Indemnitee reasonably believed were within such other person’s competence, (iii) the advice of legal counsel for the Company, its Board, any committee of the Board or any director as to matters Indemnitee reasonably believed were within such other person’s professional or expert competence, or (iv) information or records given or reports made to the Company, its Board, any committee of the Board or any director, by an independent certified public accountant or by an appraiser or other expert as to matters Indemnitee reasonably believed were within such other person’s professional or expert competence. The provisions of this Section 6(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (c) The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and (2) any determination that Expense Advances must be repaid to the Company (a “"Standard of Conduct Determination”") shall be made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum quorum, or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee, or (B) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee, within ten (10) business days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination. Indemnitee shall cooperate with the person persons making the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnificationsuch determination, including providing to such person persons, upon reasonable advance request request, any documentation or information which that is not privileged or otherwise protected from disclosure and which is reasonably reasonable available to Indemnitee and reasonably necessary to making such determination. The person Any costs or Expenses (including attorney's fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Standard Company (irrespective of Conduct Determination shall act reasonably and in good faith in making a the determination regarding the as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification under this Agreementhas been denied.

Standard of Conduct. To No employee, offi- cer or agent of Grantee shall participate in the extent that selection, award or administration of a contract in which Federal funds are used where, to the provisions knowledge of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed ofsuch employee, officer or agent, the employee, officer or agent or such person’s immediate family members, partners or any determination (1) organization in which such person or such person’s imme- diate family award or administration of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and the contract, or (2) that Expense Advances when such person is negoti- ating or has any arrangement concerning fu- ture employment. The recipient’s officers, employees or agents shall neither solicit nor accept gratuities, favors or anything of mon- etary value from landlords or developers of rental or ownership housing projects in which the persons receiving TSA assistance may be placed as a result of such assistance. Part D—Grantor agrees: 1. That it may assist Grantee, within avail- able appropriations, with such technical and management assistance as needed in plan- ning the project and coordinating the plan with local officials, comprehensive plans, and any State or area plans for improving housing for low-income families in the area in which the project is located. 2. That at its sole discretion, Grantor may at any time give any consent, deferment, subordination, release, satisfaction, or ter- mination of any or all of Grantee’s grant ob- ligations, with or without valuable consider- ation, upon such terms and conditions as Grantor may determine to be (a) advisable to further the purposes of the grant or to pro- tect Grantor’s financial interests therein, and (b) consistent with the statutory pur- poses of the grant and the limitations of the statutory authority under which it is made and Grantor’s regulations. This Agreement is subject to current Grantor regulations and any future regula- tions not inconsistent with the express terms hereof. Grantee on llllllllll, 19ll, has caused this Agreement to be exe- cuted by its duly authorized lllllllll and attested and its cor- porate seal affixed by its duly authorized llllllll. Attest: llllllllllllllllllllllll Grantee llllllllllllllllllllllll By llllllllllllllllllllll (Title) By llllllllllllllllllllll (Title) Grantor United States of America Farmers Home Administration or its suc- cessor agency under Public Law 103–354 By llllllllllllllllllllll llllllllllllllllllllllll (Title) Exhibit B to Subpart K of Part 1944— Administrative Instructions for State Offices Regarding Their Responsibilities in the Adminis- tration of the Technical and Su- pervisory Assistance Grant Pro- gram A. The State Office will maintain for dis- tribution to potential applicants, upon re- quest, a supply of preapplication packets consisting of: 1. SF 424.1. 2. Form FmHA or its successor agency under Public Law 103–354 400–1, ‘‘Equal Op- portunity Agreement.’’ 3. Form FmHA or its successor agency under Public Law 103–354 400–4, ‘‘Assurance Agreement.’’ 4. Environmental review documentation in accordance with 7 CFR part 1970. 5. Subpart K of part 1944 of this chapter. B. The State Office should inform all po- tential applicants, at the time they pick up forms, that: 1. The preapplication must be repaid submitted to the Company District Office serving the area in which the applicant proposes to operate the Tech- nical and Supervisory Assistance (TSA) pro- gram. 2. The State Office will refer all requests for assistance in completing the preapplication to the appropriate District Office. C. Beyond the responsibilities of the State Office in the selection of grantees and the administration of the program, and as stated in § 1944.502 of this subpart, the TSA program provides an opportunity for the State Direc- tor to give priority to applicants serving the rural areas of greatest need as well as use the program cooperatively with other Fed- eral and State agencies in addressing the housing needs of the residents of a “Standard proposed TSA service area. Therefore, the State Office should be prepared, before receipt of Conduct Determination”preapplications, to advise the District Direc- tors, potential applicants and other Federal and State agencies which part(s) shall of the State has the greatest need for the TSA program. The State Director should identify target areas in a similar manner to the process used by the Administrator pursuant to § 1944.525 of this subpart. Proposals which are clearly in- appropriate and do not meet the basic prior- ities of § 1944.529 (a) of this subpart should not be made as followsencouraged due to the complexity of the preapplication submission. D. In addition to the instructions of § 1944.526 of this subpart, the State Office should follow the procedures outlined below: 1. Review preapplications for completeness and adequacy and make assessments re- quired by § 1944.526(c)(1) of this subpart. 2. Request clarifications from the District Office if necessary. 3. Evaluate the proposals in light of § 1944.529 of this subpart and select the pro- posal(s) which best meets the priorities es- tablished under the project selection criteria in § 1944.529 (i) if no Change in Control has occurreda), (Ab) by a majority vote and (c) of this subpart. 4. The State Office must provide written comments to be attached to the preapplication(s) justifying the selection(s) and addressing the items in § 1944.529 of this subpart. 5. The State Office will forward the origi- nal SF 424.1 and accompanying documents of the Disinterested Directors, even if less than a quorum of the Board, (Bselected preapplication(s) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed as quickly as possible to the BoardNational Office, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurredAttention: Special Authorities Division, (A) by Independent Counsel in a written opinion addressed to Multi-Family Housing. In no case should the Board, a copy of which shall be delivered to Indemnitee, or (B) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten (10) business days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination. Indemnitee shall cooperate with the person making the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person making the Standard of Conduct Determination shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.State Office forward their selected TSA preapplication(s)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware Nevada law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and (2) any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows: (i) if no Change in Control has occurredby the holders of a majority of the outstanding common voting stock of the Company (acting at a meeting or by written consent), Indemnification Agreement | 7 (Aii) by a majority vote of the a quorum consisting entirely of Disinterested Directors, even , (iii) if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or consisting entirely of Disinterested Directors so orders, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee, (Civ) if there are no such a quorum of Disinterested DirectorsDirectors cannot be obtained, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; andor (iiv) if a Change in Control shall have occurredhas occurred since the time of any acts or omissions of Indemnitee or the Company that are related to a Claim for which the indemnification is sought, (A) at the option of Indemnitee, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee, or (B) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten thirty (1030) business days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination. Determination (including, without limitation, costs and expenses of legal counsel advising Indemnitee shall cooperate with the person making the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnification, including providing to on such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person making the Standard of Conduct Determination shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreementmatter).