Common use of Adjudication Clause in Contracts

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) 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, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been Syntroleum Amended and Restated Indemnification Agreement -------------------------------------------------------------------------------- CONFIDENTIAL made pursuant to Section 5.25.02, 5.3 5.03 or 5.45.04 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareCourt, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.01 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.01, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.16.01, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 or Section 5.3 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.1 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, Section 5.3 or 5.4Section 5.4 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, Court of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.1, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound obligated by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound obligated by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 1.4 or 5.3 1.5 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.11.2 hereof; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Court, (b) within 90 days after objections to his selection have been overruled by the Court or (c) within 90 days after the time for the Company of the request for that indemnificationor Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or is deemed to have been made pursuant to Section 5.21.4, 5.3 1.5 or 5.41.6 hereof, Indemnitee shall be entitled to an adjudication in an appropriate court of by the State of Delaware, or in any other court of competent jurisdiction, Court of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 1.8 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.11.8, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or is deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.11.8, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 1.8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that If Indemnitee, pursuant to this Section 6.11.8, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) and if he prevails therein, then 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, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, then the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesprorated.

Adjudication. In the event that (i) a determination is made pursuant to Article V, Section 5.2 6 (Determination of Entitlement; No Change of Control) or 5.3 Section 7 (Determination of Entitlement; Change of Control) that Indemnitee is not entitled to indemnification under this AgreementArticle V; (ii) advancement of Expenses is not timely made pursuant to Article V, Section 4.13 (Advances); (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does has not make that determination within 90 days after receipt by the Company of made and delivered a written opinion determining the request for that indemnificationindemnification (a) within ninety days after being appointed by the Court, (b) within ninety days after objections to his selection have been overruled by the Court or (c) within ninety days after the time for the Company or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Article V, Section 5.26 (Determination of Entitlement; No Change of Control), 5.3 Section 7 (Determination of Entitlement; Change of Control) or 5.4Section 8 (Procedures of Independent Counsel), Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 10 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.110, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.110, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 10 that the procedures and presumptions of this Agreement Article V are not valid, binding and enforceable, enforceable and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. Article V. In the event that Indemnitee, pursuant to this Section 6.110, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this AgreementArticle V, (i) 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, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 14.6 or 5.3 14.7 hereof that an Indemnitee is not entitled to indemnification under this AgreementArticle 14; (ii) advancement of Expenses is not timely made pursuant to Section 4.114.3 hereof; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Court, (b) within 90 days after objections to his selection have been overruled by the Court or (c) within 90 days after the time for the Company of or the request for that indemnificationIndemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.214.6, 5.3 14.7 or 5.414.8 hereof, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that an Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 14.10 shall be conducted in all respects as a de novo trial on the merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.114.10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.114.10, or otherwise, unless the Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 14.10 that the procedures and presumptions of this Agreement Article 14 are not valid, binding and enforceable, enforceable and shall stipulate in any such proceeding that the Company is bound by all provisions of this AgreementArticle 14. In the event that an Indemnitee, pursuant to this Section 6.114.10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this AgreementArticle 14, (i) 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, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under that the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Company for Indemnitee in connection with such Expensesjudicial adjudication or arbitration shall be appropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been Syntroleum Amended and Restated Indemnification Agreement made pursuant to Section 5.25.02, 5.3 5.03 or 5.45.04 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareCourt, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.01 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.01, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.16.01, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In 129Either party may at any time (notwithstanding that other dispute resolution procedures are running concurrently) give the other party to the Dispute notice of its intention to refer the Dispute to adjudication (the "Notice of Adjudication"). The Party giving notice (the "Referring Party") shall by the same means of communication, send a copy of the Notice of Adjudication to an Adjudicator selected in accordance with paragraph 4.2 below. The Adjudicator nominated to consider a Dispute referred to him shall be selected on a strictly rotational basis from the relevant panel of adjudicators appointed in accordance with the following: there shall be a panel of adjudicators in respect of construction matters (the "Adjudication Panel"). All the adjudicators on the panel shall be wholly independent of hubco, the Authority, any relevant Sub-Contractor and any of the major competitors of hubco or relevant Sub-Contractor; the Adjudication Panel shall be comprised of three (3) adjudicators as identified in paragraph 7 (Panel Members) who shall be selected jointly by hubco and the Authority. Such selections shall take place within twenty-eight (28) days of the date of this Agreement; if any member of the panel resigns during the term of the Agreement, a replacement adjudicator shall be appointed by xxxxx and the Authority as soon as practicable, provided that no such appointment may be made under this paragraph 4.2.3 unless and until the Authority confirms in writing that the replacement adjudicator identified by the parties has been appointed pursuant to this Schedule Part 15; if xxxxx and the Authority are unable to agree on the identity of the adjudicators to be selected for the panel or any replacement adjudicator(s), the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch shall appoint such adjudicator(s) within seven (7) days of any application for such appointment by either party; in the event that the first panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within two (i2) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court date of the State Notice of DelawareAdjudication, or then the Referring Party shall invite the person next in any other court of competent jurisdiction, of his entitlement line to such indemnification or advancement of Expensesact as Adjudicator. In the event that a determination the second panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within four (4) days of the date of the Notice of Adjudication then the Referring Party may apply to the Chairman for the time being of the Royal Institute of Chartered Surveyors for Scotland who shall have been made that Indemnitee is not entitled within seven (7) days of the Notice of Adjudication, nominate an Adjudicator (who shall also within the same period, confirm acceptance of his appointment as Adjudicator) to indemnificationdetermine the Dispute described in the Notice of Adjudication. The Referring Party shall, any judicial proceeding commenced within seven (7) days of the date of the Notice of Adjudication, serve its statement of case (the "Referral Notice") on the Adjudicator (appointed pursuant to this Section 6.1 paragraph 4.2) and the other party to the Dispute (the "Responding Party"). The Referral Notice shall set out each element of the Referring Party's claim and the relief or remedy sought in sufficient detail so as to enable the Responding Party to understand and, where appropriate, respond to the claim and the Referral Notice shall be conducted accompanied by copies of, or relevant extracts from, this Agreement and such other documents as the Referring Party intends to reply upon. The date of the referral of the Dispute (the "Referral") shall be the date of the Referral Notice. Within seven (7) days of appointment in all respects as relation to a de novo trial particular Dispute, the Adjudicator shall establish the procedure and timetable for the adjudication. The Adjudicator shall in his absolute discretion, consider whether a hearing is necessary in order to resolve the Dispute. He shall establish the procedure and timetable subject to any limitation within this Agreement. The parties shall comply with any request or direction of the Adjudicator in relation to the Adjudication. The Adjudicator shall reach a decision on the merits Dispute within twenty-eight (28) days of the date of the Referral (or such other period as the parties may agree). The Adjudicator may extend the period of 28 days by up to 14 days with the consent of the Referring Party. Unless the parties agree otherwise, the Adjudicator shall give reasons for his decision. Unless and Indemnitee until the Dispute is finally determined by court proceedings or by an agreement in writing between the parties, pursuant to paragraph 5.1 of this Schedule Part 15 the Adjudicator's decision shall be binding on both parties who shall forthwith give effect to the decision. Subject to paragraph 6.4, the Adjudicator's costs of any reference shall be borne as the Adjudicator shall specify or, in default, equally by the parties. Each party shall bear its own costs arising out of the adjudication, including legal costs and the costs and expenses of any witnesses. The Adjudicator shall be deemed not to be an arbitrator but shall render his decision as an adjudicator and the law relating to arbitration shall not be prejudiced apply to the Adjudicator or his determination or the procedure by reason of that adverse which he reached his determination. In any judicial proceeding commenced pursuant to this Section 6.1, The Adjudicator shall act fairly and impartially and may take the Company initiative in ascertaining the facts and the law. The Adjudicator shall have the burden power to open up, review and revise any opinion, certificate, instruction, determination or decision of proving that Indemnitee is not entitled to indemnification whatever nature given or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of under this Agreement. In All information, data or documentation disclosed or delivered by a party to the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce Adjudicator in consequence of or in connection with his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee appointment as Adjudicator shall be entitled treated as confidential. The Adjudicator shall not, save as permitted by Clause 46 (Confidentiality), disclose to recover from any person or company any such information, data or documentation and all such information, data or documentation shall remain the Company, property of the party disclosing or delivering the same and all copies shall be indemnified by returned to such party on completion of the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee Adjudicator's work. The Adjudicator is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse liable for anything done or omitted in the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment discharge or other final adjudication under purported discharge of his functions as Adjudicator unless the provisions act or omission is in bad faith. Any employee or agent of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee the Adjudicator is not entitled to be indemnified by the Company for such Expensessimilarly protected from liability.

Adjudication. In Either party may at any time (notwithstanding that other dispute resolution procedures are running concurrently) give the other party to the Dispute notice of its intention to refer the Dispute to adjudication (the "Notice of Adjudication"). The party giving the Notice of Adjudication (the "Referring Party") shall by the same means of communication send a copy of the Notice of Adjudication to an adjudicator selected in accordance with paragraph 4.2 below or paragraph 4.11 (Related Adjudicator) below (the "Adjudicator"). The Adjudicator nominated to consider a Dispute referred to him shall, subject to paragraph 4.11, be selected on a strictly rotational basis from the relevant panel of adjudicators appointed in accordance with the following: there shall be two (2) panels of adjudicators, one in respect of construction matters (the "Construction Panel") and one in respect of operational and maintenance matters (the "Operational Panel"). All the adjudicators on each panel shall be wholly independent of Project Co, the Authority, the relevant Sub-Contractor and any of the major competitors of Project Co or the relevant Sub-Contractor; the Construction Panel shall be comprised of three (3) adjudicators [as identified in paragraph 7 (Panel Members)] [who shall be selected jointly by Project Co and the Authority. Such selections shall take place within twenty-eight (28) days of the date of this Agreement]; the Operational Panel shall be comprised of three (3) adjudicators [as identified in paragraph 7 (Panel Members)] [who shall be selected panel jointly by Project Co and the Authority. Such selections shall take place on or before the Actual Completion Date]; if any member of either panel resigns during the term of the Agreement, a replacement adjudicator shall be appointed by Project Co and the Authority as soon as practicable; if Project Co and the Authority are unable to agree on the identity of [the adjudicators to be selected for the panels or] any replacement adjudicator, the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch shall appoint such adjudicators(s) within seven (7) days of any application for such appointment by either party; in the event that the first panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within two (i2) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court date of the State Notice of DelawareAdjudication, or then the Referring Party shall invite the person next in any other court of competent jurisdiction, of his entitlement line to such indemnification or advancement of Expensesact as Adjudicator. In the event that a determination the second panel member is unwilling or unable to confirm acceptance of his appointment as Adjudicator within four (4) days of the date of the Notice of Adjudication or if the parties disagree as to the relevant panel of adjudicators to be used, then the Referring Party may apply to the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch who shall have been made that Indemnitee is not entitled within seven (7) days of the date of the Notice of Adjudication, nominate an Adjudicator (who shall also within the same period, confirm acceptance of his appointment as Adjudicator) to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted determine the Dispute described in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason Notice of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company shall have the burden Adjudication; no member of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee either panel shall be entitled to recover from accept an appointment to act as Adjudicator unless he is willing also to be appointed as the Companyadjudicator to adjudicate any dispute which: may arise between Project Co and the Contractor and raises issues which, in the opinion of Project Co, are substantially the same as or connected with the Dispute in relation to which he has been appointed; and/or may arise between Project Co and the Service Provider and raises issues which, in the opinion of Project Co, are substantially the same as or connected with the Dispute in relation to which he has been appointed; and/or may arise between Project Co and the Independent Tester and raises issues which, in the opinion of Project Co, are substantially the same as or connected with the Dispute in relation to which he has been appointed. The Referring Party shall, within 7 days of the date of the Notice of Adjudication, serve its statement of case (the "Referral Notice") on the Adjudicator (appointed pursuant to paragraph 4.2) and the other party to the Dispute (the "Responding Party"). The Referral Notice shall set out each element of the Referring Party's claim and the relief or remedy sought in sufficient detail so as to enable the Responding Party to understand and, where appropriate, respond to the claim and the Referral Notice shall be indemnified accompanied by copies of, or relevant extracts from, this Agreement and such other documents as the Referring Party intends to rely upon. The date of the referral of the Dispute (the "Referral") shall be the date of the Referral Notice. Within seven (7) days of appointment in relation to a particular Dispute, the Adjudicator shall establish the procedure and timetable for the adjudication. The Adjudicator shall have absolute discretion as to how to conduct the adjudication, including whether a meeting is necessary. He shall establish the procedure and timetable subject to any limitation within this Agreement. The parties shall comply with any request or direction of the Adjudicator in relation to the adjudication. The Adjudicator shall reach a decision on the Dispute within twenty-eight (28) days of the date of the Referral (or such other period as the parties may agree). The Adjudicator may extend the period of 28 days by up to 14 days with the consent of the Referring Party. Unless the parties otherwise agree, the Adjudicator shall give reasons for his decision. Unless and until the Dispute is finally determined by Court proceedings or by an agreement in writing between the parties, the Adjudicator's decision shall be binding on both parties who shall forthwith give effect to the decision. The Adjudicator's costs of any reference shall be borne as the Adjudicator shall specify or, in default, equally by the Company againstparties. Each party shall bear its own costs arising out of the adjudication, including legal costs and the costs and expenses of any witnesses. The Adjudicator shall be deemed not to be an arbitrator but shall render his decision as an adjudicator and the law relating to arbitration shall not apply to the Adjudicator or his determination or the procedure by which he reached his determination. The Adjudicator shall act fairly and impartially and may take the initiative in ascertaining the facts and the law. The Adjudicator shall have the power to open up, review and revise any opinion, certificate, instruction, determination or decision of whatever nature given or made under this Agreement. All information, data or documentation disclosed or delivered by a party to the Adjudicator in consequence of or in connection with his appointment as Adjudicator shall be treated as confidential. The Adjudicator shall not, save as permitted by Clause 61 (Confidentiality), disclose to any person or company any such information, data or documentation and all Expenses actually such information, data or documentation shall remain the property of the party disclosing or delivering the same and reasonably incurred by him in all copies shall be returned to such judicial adjudication, regardless party on completion of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee the Adjudicator's work. The Adjudicator is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse liable for anything done or omitted in the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment discharge or other final adjudication under purported discharge of his functions as Adjudicator unless the provisions act or omission is in bad faith. Any employee or agent of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee the Adjudicator is not entitled to be indemnified by the Company for such Expensessimilarly protected from liability.

Adjudication. In Either party may at any time (notwithstanding that other dispute resolution procedures are running concurrently) give the other party to the Dispute notice of its intention to refer the Dispute to adjudication (the "Notice of Adjudication"). The party giving the Notice of Adjudication (the "Referring Party") shall by the same means of communication send a copy of the Notice of Adjudication to an adjudicator selected in accordance with paragraph 4.2 below or paragraph 4.11 (Related Adjudicator) below (the "Adjudicator"). The Adjudicator nominated to consider a Dispute referred to him shall, subject to paragraph 4.11, be selected on a strictly rotational basis from the relevant panel of adjudicators appointed in accordance with the following: there shall be two (2) panels of adjudicators, one in respect of construction matters (the "Construction Panel") and one in respect of operational and maintenance matters (the "Operational Panel"). All the adjudicators on each panel shall be wholly independent of Sub-hubco, the Authority, the relevant Sub-Contractor and any of the major competitors of Sub-hubco or the relevant Sub-Contractor; the Construction Panel shall be comprised of three (3) adjudicators [as identified in paragraph 7 (Panel Members)] [who shall be selected jointly by Sub-hubco and the Authority. Such selections shall take place within twenty-eight (28) days of the date of this Agreement]; the Operational Panel shall be comprised of three (3) adjudicators [as identified in paragraph 7 (Panel Members)] [who shall be selected to the panel jointly by Sub-hubco and the Authority. Such selections shall take place on or before the Actual Completion Date]; if any member of either panel resigns during the term of the Agreement, a replacement adjudicator shall be appointed by Sub-hubco and the Authority as soon as practicable; if Sub-hubco and the Authority are unable to agree on the identity of [the adjudicators to be selected for the panels or] any replacement adjudicator, the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch shall appoint such adjudicators(s) within seven (7) days of any application for such appointment by either party; in the event that the first panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within two (i2) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court date of the State Notice of DelawareAdjudication, or then the Referring Party shall invite the person next in any other court of competent jurisdiction, of his entitlement line to such indemnification or advancement of Expensesact as Adjudicator. In the event that a determination the second panel member is unwilling or unable to confirm acceptance of his appointment as Adjudicator within four (4) days of the date of the Notice of Adjudication or if the parties disagree as to the relevant panel of adjudicators to be used, then the Referring Party may apply to the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch who shall have been made that Indemnitee is not entitled within seven (7) days of the date of the Notice of Adjudication, nominate an Adjudicator (who shall also within the same period, confirm acceptance of his appointment as Adjudicator) to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted determine the Dispute described in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason Notice of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company shall have the burden Adjudication; no member of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee either panel shall be entitled to recover from accept an appointment to act as Adjudicator unless he is willing also to be appointed as the Companyadjudicator to adjudicate any dispute which: may arise between Sub-hubco and the Contractor and raises issues which, in the opinion of Sub-hubco, are substantially the same as or connected with the Dispute in relation to which he has been appointed; and/or may arise between Sub-hubco and the Service Provider and raises issues which, in the opinion of Sub-hubco, are substantially the same as or connected with the Dispute in relation to which he has been appointed; and/or may arise between Sub-hubco and the Independent Tester and raises issues which, in the opinion of Sub-hubco, are substantially the same as or connected with the Dispute in relation to which he has been appointed. The Referring Party shall, within 7 days of the date of the Notice of Adjudication, serve its statement of case (the "Referral Notice") on the Adjudicator (appointed pursuant to paragraph 4.2) and the other party to the Dispute (the "Responding Party"). The Referral Notice shall set out each element of the Referring Party's claim and the relief or remedy sought in sufficient detail so as to enable the Responding Party to understand and, where appropriate, respond to the claim and the Referral Notice shall be indemnified accompanied by copies of, or relevant extracts from, this Agreement and such other documents as the Referring Party intends to rely upon. The date of the referral of the Dispute (the "Referral") shall be the date of the Referral Notice. Within seven (7) days of appointment in relation to a particular Dispute, the Adjudicator shall establish the procedure and timetable for the adjudication. The Adjudicator shall have absolute discretion as to how to conduct the adjudication, including whether a meeting is necessary. He shall establish the procedure and timetable subject to any limitation within this Agreement. The parties shall comply with any request or direction of the Adjudicator in relation to the adjudication. The Adjudicator shall reach a decision on the Dispute within twenty-eight (28) days of the date of the Referral (or such other period as the parties may agree). The Adjudicator may extend the period of 28 days by up to 14 days with the consent of the Referring Party. Unless the parties otherwise agree, the Adjudicator shall give reasons for his decision. Unless and until the Dispute is finally determined by Court proceedings or by an agreement in writing between the parties, the Adjudicator's decision shall be binding on both parties who shall forthwith give effect to the decision. The Adjudicator's costs of any reference shall be borne as the Adjudicator shall specify or, in default, equally by the Company againstparties. Each party shall bear its own costs arising out of the adjudication, including legal costs and the costs and expenses of any witnesses. The Adjudicator shall be deemed not to be an arbitrator but shall render his decision as an adjudicator and the law relating to arbitration shall not apply to the Adjudicator or his determination or the procedure by which he reached his determination. The Adjudicator shall act fairly and impartially and may take the initiative in ascertaining the facts and the law. The Adjudicator shall have the power to open up, review and revise any opinion, certificate, instruction, determination or decision of whatever nature given or made under this Agreement. All information, data or documentation disclosed or delivered by a party to the Adjudicator in consequence of or in connection with his appointment as Adjudicator shall be treated as confidential. The Adjudicator shall not, save as permitted by Clause 61 (Confidentiality), disclose to any person or company any such information, data or documentation and all Expenses actually such information, data or documentation shall remain the property of the party disclosing or delivering the same and reasonably incurred by him in all copies shall be returned to such judicial adjudication, regardless party on completion of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee the Adjudicator's work. The Adjudicator is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse liable for anything done or omitted in the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment discharge or other final adjudication under purported discharge of his functions as Adjudicator unless the provisions act or omission is in bad faith. Any employee or agent of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee the Adjudicator is not entitled to be indemnified by the Company for such Expensessimilarly protected from liability.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 SECTION 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1SECTION 4.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 20 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2SECTION 5.02, 5.3 5.03 or 5.45.04 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareCourt, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 SECTION 6.01 shall be conducted in all respects as a de novo DE NOVO trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.1SECTION 6.01, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1SECTION 6.01, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 SECTION 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1SECTION 6.01, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses actually and reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 (Determination of Entitlement; No Change of Control) or 5.3 (Determination of Entitlement; Change of Control) hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.1 (Advances) of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.25.2 (Determination of Entitlement; No Change of Control), 5.3 (Determination of Entitlement; Change of Control) or 5.45.4 (Procedures of Independent Counsel) of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.1, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s 's entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) 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, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 (Determination of Entitlement; No Change of Control) or 5.3 (Determination of Entitlement; Change of Control) hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.1 (Advances) of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.25.2 (Determination of Entitlement, No Change of Control), 5.3 (Determination of Entitlement; Change of Control) or 5.45.4 (Procedures of Independent Counsel) of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareNevada, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.1, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 20 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.25.02, 5.3 5.03 or 5.45.04 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareCourt, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.01 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.01, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.16.01, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses actually and reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 or 5.3 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.1 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company Corporation of the request for that indemnification; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.45.4 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 Sections 5 or 5.3 6 that the Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.13; (iii) the Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (A) within 90 days after receipt being appointed by the Court, (B) within 90 days after objections to his selection have been overruled by the Court or (C) within 90 days after the time for the Company of or the request for that indemnificationIndemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2Sections 5, 5.3 6 or 5.47, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.111, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.111, or otherwise, unless the Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by applicable law. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, enforceable and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that the Indemnitee, pursuant to this Section 6.111, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) 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, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under that the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Company for Indemnitee in connection with such Expensesjudicial adjudication or arbitration shall be appropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to ------------- ---- indemnification under this Agreement; (ii) advancement of Expenses is not timely ----------- made pursuant to Section 4.14.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has ------------ not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.25.02, 5.3 5.03 or 5.45.04 of this ------------ ---- ---- Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareCourt, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.01 shall ------------ be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.01, the Company Corporation shall have the burden of proving that ------------- Indemnitee is not entitled to indemnification or advancement of Expenses, as the -- case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01, or otherwise, unless Indemnitee knowingly misrepresented a ------------- material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01 that the procedures and presumptions of ------------ this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.16.01, seeks a ------------ judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In 129Either party may at any time (notwithstanding that other dispute resolution procedures are running concurrently) give the other party to the Dispute notice of its intention to refer the Dispute to adjudication (the "Notice of Adjudication"). The Party giving notice (the "Referring Party") shall by the same means of communication, send a copy of the Notice of Adjudication to an Adjudicator selected in accordance with paragraph 4.2 below. The Adjudicator nominated to consider a Dispute referred to him shall be selected on a strictly rotational basis from the relevant panel of adjudicators appointed in accordance with the following: there shall be a panel of adjudicators in respect of construction matters (the "Adjudication Panel"). All the adjudicators on the panel shall be wholly independent of hubco, the Authority, any relevant Sub-Contractor and any of the major competitors of hubco or relevant Sub-Contractor; the Adjudication Panel shall be comprised of three (3) adjudicators as identified in paragraph 7 (Panel Members) who shall be selected jointly by hubco and the Authority. Such selections shall take place within twenty-eight (28) days of the date of this Agreement; if any member of the panel resigns or is otherwise no longer available to act as an adjudicator during the term of the Agreement, a replacement adjudicator shall be appointed by xxxxx and the Authority as soon as practicable, provided that no such appointment may be made under this paragraph 4.2.3 unless and until the Authority confirms in writing that the replacement adjudicator identified by the parties has been appointed pursuant to this Schedule Part 15; if xxxxx and the Authority are unable to agree on the identity of the adjudicators to be selected for the panel or any replacement adjudicator(s), the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch shall appoint such adjudicator(s) within seven (7) days of any application for such appointment by either party; in the event that the first panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within two (i2) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court date of the State Notice of DelawareAdjudication, or then the Referring Party shall invite the person next in any other court of competent jurisdiction, of his entitlement line to such indemnification or advancement of Expensesact as Adjudicator. In the event that a determination the second panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within four (4) days of the date of the Notice of Adjudication then the Referring Party may apply to the Chairman for the time being of the Royal Institute of Chartered Surveyors for Scotland who shall have been made that Indemnitee is not entitled within seven (7) days of the Notice of Adjudication, nominate an Adjudicator (who shall also within the same period, confirm acceptance of his appointment as Adjudicator) to indemnificationdetermine the Dispute described in the Notice of Adjudication. The Referring Party shall, any judicial proceeding commenced within seven (7) days of the date of the Notice of Adjudication, serve its statement of case (the "Referral Notice") on the Adjudicator (appointed pursuant to this Section 6.1 paragraph 4.2) and the other party to the Dispute (the "Responding Party"). The Referral Notice shall set out each element of the Referring Party's claim and the relief or remedy sought in sufficient detail so as to enable the Responding Party to understand and, where appropriate, respond to the claim and the Referral Notice shall be conducted accompanied by copies of, or relevant extracts from, this Agreement and such other documents as the Referring Party intends to reply upon. The date of the referral of the Dispute (the "Referral") shall be the date of the Referral Notice. Within seven (7) days of appointment in all respects as relation to a de novo trial particular Dispute, the Adjudicator shall establish the procedure and timetable for the adjudication. The Adjudicator shall (subject to complying with paragraph 4.8) in his absolute discretion, consider whether a hearing is necessary in order to resolve the Dispute. He shall establish the procedure and timetable subject to any limitation within this Agreement. The parties shall comply with any request or direction of the Adjudicator in relation to the Adjudication. The Adjudicator shall reach a decision on the merits Dispute within twenty-eight (28) days of the date of the Referral (or such other period as the parties may agree). The Adjudicator may extend the period of 28 days by up to 14 days with the consent of the Referring Party. Unless the parties agree otherwise, the Adjudicator shall give reasons for his decision. Unless and Indemnitee until the Dispute is finally determined by court proceedings or by an agreement in writing between the parties, pursuant to paragraph 5.1 of this Schedule Part 15 the Adjudicator's decision shall be binding on both parties who shall forthwith give effect to the decision. Subject to paragraph 6.4, the Adjudicator's costs of any reference shall be borne as the Adjudicator shall specify or, in default, equally by the parties. Each party shall bear its own costs arising out of the adjudication, including legal costs and the costs and expenses of any witnesses. The Adjudicator shall be deemed not to be an arbitrator but shall render his decision as an adjudicator and the law relating to arbitration shall not be prejudiced apply to the Adjudicator or his determination or the procedure by reason of that adverse which he reached his determination. In any judicial proceeding commenced pursuant to this Section 6.1, The Adjudicator shall act fairly and impartially and may take the Company initiative in ascertaining the facts and the law. The Adjudicator shall have the burden power to open up, review and revise any opinion, certificate, instruction, determination or decision of proving that Indemnitee is not entitled to indemnification whatever nature given or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of under this Agreement. In All information, data or documentation disclosed or delivered by a party to the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce Adjudicator in consequence of or in connection with his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee appointment as Adjudicator shall be entitled treated as confidential. The Adjudicator shall not, save as permitted by Clause 46 (Confidentiality), disclose to recover from any person or company any such information, data or documentation and all such information, data or documentation shall remain the Company, property of the party disclosing or delivering the same and all copies shall be indemnified by returned to such party on completion of the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee Adjudicator's work. The Adjudicator is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse liable for anything done or omitted in the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment discharge or other final adjudication under purported discharge of his functions as Adjudicator unless the provisions act or omission is in bad faith. Any employee or agent of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee the Adjudicator is not entitled to be indemnified by the Company for such Expensessimilarly protected from liability.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 6.6 or 5.3 6.7 hereof that Indemnitee is not entitled to indemnification under this AgreementArticle VI; (ii) advancement of Expenses is not timely made pursuant to Section 4.16.3 hereof; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.26.6, 5.3 6.7 or 5.46.8 hereof, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.10 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.10, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.10, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.10 that the procedures and presumptions of this Agreement Article VI are not valid, binding and enforceable, enforceable and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this AgreementArticle VI. In the event that Indemnitee, pursuant to this Section 6.16.10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this AgreementArticle VI, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 or 5.3 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.1 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company Corporation of the request for that indemnification; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.45.4 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 SECTION 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1SECTION 4.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2SECTION 5.02, 5.3 5.03 or 5.45.04 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareOklahoma, or in any Syntroleum Indemnification Agreement -------------------------------------------------------------------------------- CONFIDENTIAL other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 SECTION 6.01 shall be conducted in all respects as a de novo DE NOVO trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.1SECTION 6.01, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1SECTION 6.01, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 SECTION 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1SECTION 6.01, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been Syntroleum Amended and Restated Indemnification Agreement CONFIDENTIAL made pursuant to Section 5.25.02, 5.3 5.03 or 5.45.04 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareCourt, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.01 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.01, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.16.01, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 or 5.3 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.1 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.45.4 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.1, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In 128Either party may at any time (notwithstanding that other dispute resolution procedures are running concurrently) give the other party to the Dispute notice of its intention to refer the Dispute to adjudication (the "Notice of Adjudication"). The Party giving notice (the "Referring Party") shall by the same means of communication, send a copy of the Notice of Adjudication to an Adjudicator selected in accordance with paragraph 4.2 below. The Adjudicator nominated to consider a Dispute referred to him shall be selected on a strictly rotational basis from the relevant panel of adjudicators appointed in accordance with the following: there shall be a panel of adjudicators in respect of construction matters (the "Adjudication Panel"). All the adjudicators on the panel shall be wholly independent of hubco, the Authority, any relevant Sub-Contractor and any of the major competitors of hubco or relevant Sub-Contractor; the Adjudication Panel shall be comprised of three (3) adjudicators as identified in paragraph 7 (Panel Members) who shall be selected jointly by hubco and the Authority. Such selections shall take place within twenty-eight (28) days of the date of this Agreement; if any member of the panel resigns or is otherwise no longer available to act as an adjudicator during the term of the Agreement, a replacement adjudicator shall be appointed by hubco and the Authority as soon as practicable, provided that no such appointment may be made under this paragraph 4.2.3 unless and until the Authority confirms in writing that the replacement adjudicator identified by the parties has been appointed pursuant to this Schedule Part 15; if hubco and the Authority are unable to agree on the identity of the adjudicators to be selected for the panel or any replacement adjudicator(s), the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch shall appoint such adjudicator(s) within seven (7) days of any application for such appointment by either party; in the event that the first panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within two (i2) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court date of the State Notice of DelawareAdjudication, or then the Referring Party shall invite the person next in any other court of competent jurisdiction, of his entitlement line to such indemnification or advancement of Expensesact as Adjudicator. In the event that a determination the second panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within four (4) days of the date of the Notice of Adjudication then the Referring Party may apply to the Chairman for the time being of the Royal Institute of Chartered Surveyors for Scotland who shall have been made that Indemnitee is not entitled within seven (7) days of the Notice of Adjudication, nominate an Adjudicator (who shall also within the same period, confirm acceptance of his appointment as Adjudicator) to indemnificationdetermine the Dispute described in the Notice of Adjudication. The Referring Party shall, any judicial proceeding commenced within seven (7) days of the date of the Notice of Adjudication, serve its statement of case (the "Referral Notice") on the Adjudicator (appointed pursuant to this Section 6.1 paragraph 4.2) and the other party to the Dispute (the "Responding Party"). The Referral Notice shall set out each element of the Referring Party's claim and the relief or remedy sought in sufficient detail so as to enable the Responding Party to understand and, where appropriate, respond to the claim and the Referral Notice shall be conducted accompanied by copies of, or relevant extracts from, this Agreement and such other documents as the Referring Party intends to reply upon. The date of the referral of the Dispute (the "Referral") shall be the date of the Referral Notice. Within seven (7) days of appointment in all respects as relation to a de novo trial particular Dispute, the Adjudicator shall establish the procedure and timetable for the adjudication. The Adjudicator shall (subject to complying with paragraph 4.8) in his absolute discretion, consider whether a hearing is necessary in order to resolve the Dispute. He shall establish the procedure and timetable subject to any limitation within this Agreement. The parties shall comply with any request or direction of the Adjudicator in relation to the Adjudication. The Adjudicator shall reach a decision on the merits Dispute within twenty-eight (28) days of the date of the Referral (or such other period as the parties may agree). The Adjudicator may extend the period of 28 days by up to 14 days with the consent of the Referring Party. Unless the parties agree otherwise, the Adjudicator shall give reasons for his decision. Unless and Indemnitee until the Dispute is finally determined by court proceedings or by an agreement in writing between the parties, pursuant to paragraph 5.1 of this Schedule Part 15 the Adjudicator's decision shall be binding on both parties who shall forthwith give effect to the decision. Subject to paragraph 6.4, the Adjudicator's costs of any reference shall be borne as the Adjudicator shall specify or, in default, equally by the parties. Each party shall bear its own costs arising out of the adjudication, including legal costs and the costs and expenses of any witnesses. The Adjudicator shall be deemed not to be an arbitrator but shall render his decision as an adjudicator and the law relating to arbitration shall not be prejudiced apply to the Adjudicator or his determination or the procedure by reason of that adverse which he reached his determination. In any judicial proceeding commenced pursuant to this Section 6.1, The Adjudicator shall act fairly and impartially and may take the Company initiative in ascertaining the facts and the law. The Adjudicator shall have the burden power to open up, review and revise any opinion, certificate, instruction, determination or decision of proving that Indemnitee is not entitled to indemnification whatever nature given or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of under this Agreement. In All information, data or documentation disclosed or delivered by a party to the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce Adjudicator in consequence of or in connection with his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee appointment as Adjudicator shall be entitled treated as confidential. The Adjudicator shall not, save as permitted by Clause 46 (Confidentiality), disclose to recover from any person or company any such information, data or documentation and all such information, data or documentation shall remain the Company, property of the party disclosing or delivering the same and all copies shall be indemnified by returned to such party on completion of the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee Adjudicator's work. The Adjudicator is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse liable for anything done or omitted in the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment discharge or other final adjudication under purported discharge of his functions as Adjudicator unless the provisions act or omission is in bad faith. Any employee or agent of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee the Adjudicator is not entitled to be indemnified by the Company for such Expensessimilarly protected from liability.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 6.5 or 5.3 6.6 hereof that Indemnitee is not entitled to indemnification under this AgreementArticle VI; (ii) advancement of Expenses is not timely made pursuant to Section 4.16.3 hereof; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or is deemed to have been made pursuant to Section 5.26.5, 5.3 6.6 or 5.46.7 hereof, Indemnitee shall be entitled to an adjudication in an appropriate court of by the State of Delaware, or in any other court of competent jurisdiction, Court of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.9 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.9, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or is deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.9, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.9 that the procedures and presumptions of this Agreement Article VI are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that If Indemnitee, pursuant to this Section 6.16.9, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this AgreementArticle VI, (i) and if he prevails therein, then Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, then the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesprorated.

Adjudication. In Either party may at any time (notwithstanding that other dispute resolution procedures are running concurrently) give the other party to the Dispute notice of its intention to refer the Dispute to adjudication (the "Notice of Adjudication"). The party giving the Notice of Adjudication (the "Referring Party") shall by the same means of communication send a copy of the Notice of Adjudication to an adjudicator selected in accordance with paragraph 4.2 below or paragraph 4.11 (Related Adjudicator) below (the "Adjudicator"). The Adjudicator nominated to consider a Dispute referred to him shall be selected on a strictly rotational basis from the relevant panel of adjudicators appointed in accordance with the following: there shall be two (2) panels of adjudicators, one in respect of construction matters (the "Construction Panel") and one in respect of operational and maintenance matters (the "Operational Panel"). All the adjudicators on each panel shall be wholly independent of Project Co, the Authority, the relevant Sub-Contractor and any of the major competitors of Project Co or the relevant Sub-Contractor; the Construction Panel shall be comprised of three (3) adjudicators as identified in paragraph 7 (Panel Members) who shall be selected jointly by Project Co and the Authority. Such selections shall take place within twenty-eight (28) days of the date of this Agreement; the Operational Panel shall be comprised of three (3) adjudicators as identified in paragraph 7 (Panel Members) who shall be selected jointly by Project Co and the Authority. Such selections shall take place on or before the Actual Completion Date; if any member of either panel resigns during the term of the Agreement, a replacement adjudicator shall be appointed by Project Co and the Authority as soon as practicable; if Project Co and the Authority are unable to agree on the identity of the adjudicators to be selected for the panels or any replacement adjudicator, the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch shall appoint such adjudicators(s) within seven (7) days of any application for such appointment by either party; in the event that the first panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within two (i2) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court date of the State Notice of DelawareAdjudication, or then the Referring Party shall invite the person next in any other court of competent jurisdiction, of his entitlement line to such indemnification or advancement of Expensesact as Adjudicator. In the event that a determination the second panel member is unwilling or unable to confirm acceptance of his appointment as Adjudicator within four (4) days of the date of the Notice of Adjudication or if the parties disagree as to the relevant panel of adjudicators to be used, then the Referring Party may apply to the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch who shall have been made that Indemnitee is not entitled within seven (7) days of the Notice of Adjudication, nominate an Adjudicator (who shall also within the same period, confirm acceptance of his appointment as Adjudicator) to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted determine the Dispute described in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason Notice of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, Adjudication; no member of the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee panel 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, regardless of whether accept an appointment to act as Adjudicator unless he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled willing also to be indemnified by appointed as the Company for such Expenses.adjudicator to adjudicate any dispute which:

Adjudication. In 128Either party may at any time (notwithstanding that other dispute resolution procedures are running concurrently) give the other party to the Dispute notice of its intention to refer the Dispute to adjudication (the "Notice of Adjudication"). The Party giving notice (the "Referring Party") shall by the same means of communication, send a copy of the Notice of Adjudication to an Adjudicator selected in accordance with paragraph 4.2 below. The Adjudicator nominated to consider a Dispute referred to him shall be selected on a strictly rotational basis from the relevant panel of adjudicators appointed in accordance with the following: there shall be a panel of adjudicators in respect of construction matters (the "Adjudication Panel"). All the adjudicators on the panel shall be wholly independent of hubco, the Authority, any relevant Sub-Contractor and any of the major competitors of hubco or relevant Sub-Contractor; the Adjudication Panel shall be comprised of three (3) adjudicators as identified in paragraph 7. (Panel Members) who shall be selected jointly by xxxxx and the Authority. Such selections shall take place within twenty-eight (28) days of the date of this Agreement; if any member of the panel resigns or is otherwise no longer available to act as an adjudicator during the term of the Agreement, a replacement adjudicator shall be appointed by xxxxx and the Authority as soon as practicable, provided that no such appointment may be made under this paragraph 4.2.3 unless and until the Authority confirms in writing that the replacement adjudicator identified by the parties has been appointed pursuant to this Schedule Part 15; if xxxxx and the Authority are unable to agree on the identity of the adjudicators to be selected for the panel or any replacement adjudicator(s), the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch shall appoint such adjudicator(s) within seven (7) days of any application for such appointment by either party; in the event that the first panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within two (i2) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court date of the State Notice of DelawareAdjudication, or then the Referring Party shall invite the person next in any other court of competent jurisdiction, of his entitlement line to such indemnification or advancement of Expensesact as Adjudicator. In the event that a determination the second panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within four (4) days of the date of the Notice of Adjudication then the Referring Party may apply to the Chairman for the time being of the Royal Institute of Chartered Surveyors for Scotland who shall have been made that Indemnitee is not entitled within seven (7) days of the Notice of Adjudication, nominate an Adjudicator (who shall also within the same period, confirm acceptance of his appointment as Adjudicator) to indemnificationdetermine the Dispute described in the Notice of Adjudication. The Referring Party shall, any judicial proceeding commenced within seven (7) days of the date of the Notice of Adjudication, serve its statement of case (the "Referral Notice") on the Adjudicator (appointed pursuant to this Section 6.1 paragraph 4.2) and the other party to the Dispute (the "Responding Party"). The Referral Notice shall set out each element of the Referring Party's claim and the relief or remedy sought in sufficient detail so as to enable the Responding Party to understand and, where appropriate, respond to the claim and the Referral Notice shall be conducted accompanied by copies of, or relevant extracts from, this Agreement and such other documents as the Referring Party intends to reply upon. The date of the referral of the Dispute (the "Referral") shall be the date of the Referral Notice. Within seven (7) days of appointment in all respects as relation to a de novo trial particular Dispute, the Adjudicator shall establish the procedure and timetable for the adjudication. The Adjudicator shall (subject to complying with paragraph 4.8) in his absolute discretion, consider whether a hearing is necessary in order to resolve the Dispute. He shall establish the procedure and timetable subject to any limitation within this Agreement. The parties shall comply with any request or direction of the Adjudicator in relation to the Adjudication. The Adjudicator shall reach a decision on the merits Dispute within twenty-eight (28) days of the date of the Referral (or such other period as the parties may agree). The Adjudicator may extend the period of 28 days by up to 14 days with the consent of the Referring Party. Unless the parties agree otherwise, the Adjudicator shall give reasons for his decision. Unless and Indemnitee until the Dispute is finally determined by court proceedings or by an agreement in writing between the parties, pursuant to paragraph 5.1 of this Schedule Part 15 the Adjudicator's decision shall be binding on both parties who shall forthwith give effect to the decision. Subject to paragraph 6.4, the Adjudicator's costs of any reference shall be borne as the Adjudicator shall specify or, in default, equally by the parties. Each party shall bear its own costs arising out of the adjudication, including legal costs and the costs and expenses of any witnesses. The Adjudicator shall be deemed not to be an arbitrator but shall render his decision as an adjudicator and the law relating to arbitration shall not be prejudiced apply to the Adjudicator or his determination or the procedure by reason of that adverse which he reached his determination. In any judicial proceeding commenced pursuant to this Section 6.1, The Adjudicator shall act fairly and impartially and may take the Company initiative in ascertaining the facts and the law. The Adjudicator shall have the burden power to open up, review and revise any opinion, certificate, instruction, determination or decision of proving that Indemnitee is not entitled to indemnification whatever nature given or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of under this Agreement. In All information, data or documentation disclosed or delivered by a party to the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce Adjudicator in consequence of or in connection with his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee appointment as Adjudicator shall be entitled treated as confidential. The Adjudicator shall not, save as permitted by Clause 46. (Confidentiality), disclose to recover from any person or company any such information, data or documentation and all such information, data or documentation shall remain the Company, property of the party disclosing or delivering the same and all copies shall be indemnified by returned to such party on completion of the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee Adjudicator's work. The Adjudicator is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse liable for anything done or omitted in the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment discharge or other final adjudication under purported discharge of his functions as Adjudicator unless the provisions act or omission is in bad faith. Any employee or agent of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee the Adjudicator is not entitled to be indemnified by the Company for such Expensessimilarly protected from liability.

Adjudication. In Either party may at any time (notwithstanding that other dispute resolution procedures are running concurrently) give the other party to the Dispute notice of its intention to refer the Dispute to adjudication (the "Notice of Adjudication"). The party giving the Notice of Adjudication (the "Referring Party") shall by the same means of communication send a copy of the Notice of Adjudication to an adjudicator selected in accordance with paragraph 4.2 below or paragraph 4.11 (Related Adjudicator) below (the "Adjudicator"). The Adjudicator nominated to consider a Dispute referred to him shall, subject to paragraph 4.11, be selected on a strictly rotational basis from the relevant panel of adjudicators appointed in accordance with the following: there shall be two (2) panels of adjudicators, one in respect of construction matters (the "Construction Panel") and one in respect of operational and maintenance matters (the "Operational Panel"). All the adjudicators on each panel shall be wholly independent of DBFM Co, the Authority, the relevant Sub-Contractor and any of the major competitors of DBFM Co or the relevant Sub-Contractor; the Construction Panel shall be comprised of three (3) adjudicators [as identified in paragraph 7 (Panel Members)] [who shall be selected to the panel jointly by DBFM Co and the Authority. Such selections shall take place within twenty-eight (28) days of the date of this Agreement]; the Operational Panel shall be comprised of three (3) adjudicators [as identified in paragraph 7 (Panel Members)] [who shall be selected to the panel jointly by DBFM Co and the Authority. Such selections shall take place on or before the Actual Completion Date]; if any member of either panel resigns or is otherwise no longer available to act as an adjudicator during the term of the Agreement, a replacement adjudicator shall be appointed by DBFM Co and the Authority as soon as practicable; if DBFM Co and the Authority are unable to agree on the identity of [the adjudicators to be selected for the panels or] any replacement adjudicator, the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch shall appoint such adjudicators(s) within seven (7) days of any application for such appointment by either party; in the event that the first panel member is unable or unwilling to confirm acceptance of his appointment as Adjudicator or where he fails to respond within two (i2) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court date of the State Notice of DelawareAdjudication, or then the Referring Party shall invite the person next in any other court of competent jurisdiction, of his entitlement line to such indemnification or advancement of Expensesact as Adjudicator. In the event that a determination the second panel member is unwilling or unable to confirm acceptance of his appointment as Adjudicator within four (4) days of the date of the Notice of Adjudication or if the parties disagree as to the relevant panel of adjudicators to be used, then the Referring Party may apply to the Chairman (or Vice Chairman) for the time being of the Chartered Institute of Arbitrators Scottish Branch who shall have been made that Indemnitee is not entitled within seven (7) days of the date of the Notice of Adjudication, nominate an Adjudicator (who shall also within the same period, confirm acceptance of his appointment as Adjudicator) to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted determine the Dispute described in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason Notice of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company shall have the burden Adjudication; no member of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee either panel shall be entitled to recover from accept an appointment to act as Adjudicator unless he is willing also to be appointed as the Companyadjudicator to adjudicate any dispute which: may arise between DBFM Co and the Contractor and raises issues which, in the opinion of DBFM Co, are substantially the same as or connected with the Dispute in relation to which he has been appointed; and/or may arise between DBFM Co and the Service Provider and raises issues which, in the opinion of DBFM Co, are substantially the same as or connected with the Dispute in relation to which he has been appointed; and/or may arise between DBFM Co and the Independent Tester and raises issues which, in the opinion of DBFM Co, are substantially the same as or connected with the Dispute in relation to which he has been appointed. The Referring Party shall, within 7 days of the date of the Notice of Adjudication, serve its statement of case (the "Referral Notice") on the Adjudicator (appointed pursuant to paragraph 4.2) and the other party to the Dispute (the "Responding Party"). The Referral Notice shall set out each element of the Referring Party's claim and the relief or remedy sought in sufficient detail so as to enable the Responding Party to understand and, where appropriate, respond to the claim and the Referral Notice shall be indemnified accompanied by copies of, or relevant extracts from, this Agreement and such other documents as the Referring Party intends to rely upon. The date of the referral of the Dispute (the "Referral") shall be the date of the Referral Notice. Within seven (7) days of appointment in relation to a particular Dispute, the Adjudicator shall establish the procedure and timetable for the adjudication. The Adjudicator shall (subject to complying with paragraph 4.8) have absolute discretion as to how to conduct the adjudication, including whether a meeting is necessary. He shall establish the procedure and timetable subject to any limitation within this Agreement. The parties shall comply with any request or direction of the Adjudicator in relation to the adjudication. The Adjudicator shall reach a decision on the Dispute within twenty-eight (28) days of the date of the Referral (or such other period as the parties may agree). The Adjudicator may extend the period of 28 days by up to 14 days with the consent of the Referring Party. Unless the parties otherwise agree, the Adjudicator shall give reasons for his decision. Unless and until the Dispute is finally determined by Court proceedings or by an agreement in writing between the parties, the Adjudicator's decision shall be binding on both parties who shall forthwith give effect to the decision. The Adjudicator's costs of any reference shall be borne as the Adjudicator shall specify or, in default, equally by the Company againstparties. Each party shall bear its own costs arising out of the adjudication, including legal costs and the costs and expenses of any witnesses. The Adjudicator shall be deemed not to be an arbitrator but shall render his decision as an adjudicator and the law relating to arbitration shall not apply to the Adjudicator or his determination or the procedure by which he reached his determination. The Adjudicator shall act fairly and impartially and may take the initiative in ascertaining the facts and the law. The Adjudicator shall have the power to open up, review and revise any opinion, certificate, instruction, determination or decision of whatever nature given or made under this Agreement. All information, data or documentation disclosed or delivered by a party to the Adjudicator in consequence of or in connection with his appointment as Adjudicator shall be treated as confidential. The Adjudicator shall not, save as permitted by Clause 61 (Confidentiality), disclose to any person or company any such information, data or documentation and all Expenses actually such information, data or documentation shall remain the property of the party disclosing or delivering the same and reasonably incurred by him in all copies shall be returned to such judicial adjudication, regardless party on completion of whether he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee the Adjudicator's work. The Adjudicator is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse liable for anything done or omitted in the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment discharge or other final adjudication under purported discharge of his functions as Adjudicator unless the provisions act or omission is in bad faith. Any employee or agent of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee the Adjudicator is not entitled to be indemnified by the Company for such Expensessimilarly protected from liability.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been Syntroleum Indemnification Agreement made pursuant to Section 5.25.02, 5.3 5.03 or 5.45.04 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareCourt, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.01 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.01, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.16.01, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 5.02 or 5.3 5.03 hereof that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.14.01 of this Agreement; (iii) Independent Counsel is to determine Indemnitee’s entitlement to has not made and delivered a written opinion determining the request for indemnification hereunder, but does not make that determination (a) within 90 days after receipt being appointed by the Company of Court, or (b) within 90 days after objections to his selection have been overruled by the request Court or (c) within 90 days after the time for that indemnificationthe Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within 10 five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.25.02, 5.3 5.03 or 5.45.04 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareCourt, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.1 6.01 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.16.01, the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.16.01, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company Corporation is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.16.01, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether but only if he prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until . If it shall be determined by final judgment or other final in such judicial adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be indemnified by the Company for such Expensesappropriately prorated.

Adjudication. In the event that (i) a determination is made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.1; (iii) Independent Counsel is to determine Indemnitee’s 's entitlement to indemnification hereunder, but does not make that determination within 90 days after receipt by the Company of the request for that indemnification; or (iv) payment of indemnification is not made within 10 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his Indemnitee's entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.1 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 6.1, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.1 that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such proceeding that the Company is bound by all provisions of this Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks a judicial adjudication to enforce his Indemnitee's rights under, or to recover damages for breach of, this Agreement, (i) 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 Indemnitee in such judicial adjudication, regardless of whether he Indemnitee prevails therein, and (ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to indemnification under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses advanced pursuant to Section 4.1 until it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.