Common use of Independent Counsel Clause in Contracts

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees shall select the Independent Counsel, and the Secretary of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selected. The Board Member may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses is to event Indemnitee requests that the Determination be made by Independent CounselCounsel pursuant to Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Trustees Directors, in which event the Board of Directors shall select make such selection on behalf of the Independent CounselCompany, subject to the remaining provisions of this Section 9(e)), and Indemnitee or the Secretary of Company, as the Fund case may be, shall give written notice to the Board Member other, advising the Board Member Company or Indemnitee of the identity of the Independent Counsel so selected. The Board Member Company or Indemnitee, as the case may be, may, within five (5) days after receipt of such written noticenotice of selection shall have been received, deliver to Indemnitee or the Secretary of Company, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 415 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen ten (10) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 9(c)(ii) of Expenses this Agreement and after a request for the appointment of Independent Counsel has been made, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 9(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel or in connection with his or her determinations pursuant to this Agreement, and the appointment of Independent Counsel shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless Company (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select the Independent Counselbe selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Company shall give written notice to Indemnitee within five 10 days after receipt of Indemnitee’s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected. In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written confirmation by the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to the selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the “Court”) has determined that such objection is without merit or such objection is withdrawn. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 4.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 4.2. The Fund Company shall pay any and all reasonable fees and Expenses charged or expenses reasonably incurred by by, such Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 4.2, and the Company shall pay all reasonable fees and Expenses expenses reasonably incurred incident to the procedures described in of this paragraphSection 4.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses is to event Indemnitee requests that the Determination be made by Independent CounselCounsel pursuant to Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Trustees Directors, in which event the Board of Directors shall select make such selection on behalf of the Independent CounselCompany, subject to the remaining provisions of this Section 9(e)), and Indemnitee or the Secretary of Company, as the Fund case may be, shall give written notice to the Board Member other, advising the Board Member Company or Indemnitee of the identity of the Independent Counsel so selected. The Board Member Company or Indemnitee, as the case may be, may, within five (5) days after receipt of such written noticenotice of selection shall have been received, deliver to Indemnitee or the Secretary of Company, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 415 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen ten (10) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 9(c)(ii) of Expenses this Agreement and after a request for the appointment of Independent Counsel has been made, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 9(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel or in connection with his or her determinations pursuant to this Agreement, and the appointment of Independent Counsel shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless Company (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee's entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees the Board, and the Company shall select give written notice to Indemnitee, within 10 days after receipt by the Company of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Company shall give written notice to Indemnitee within five 10 days after receipt of Indemnitee’s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to the selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the “Court”) has determined that such objection is without merit or such objection is withdrawn. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 4.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 4.2. The Fund Company shall pay any and all reasonable fees of, and Expenses charged or expenses reasonably incurred by by, such Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 4.2, and the Company shall pay all reasonable fees and Expenses expenses reasonably incurred incident to the procedures described in of this paragraphSection 4.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If a Change in Control of a Company shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses from such Company is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors of such Company, even though the Disinterested Directors constitute less than a quorum of such Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees such Board, and the applicable Company shall select give written notice to Indemnitee, within 10 days after receipt by such Company of Indemnitee's request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Change in Control of a Company shall have occurred and the determination of entitlement to indemnification from such Company is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee's request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors of such Company, in which event such Company shall give written notice to Indemnitee, within five 10 days after receipt of Indemnitee's request for the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or such Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of "Independent Counsel" in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the applicable Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to such Company or to Indemnitee, as the Secretary of the Fund case may be, a written objection to such selection. Such Any objection to selection of Independent Counsel pursuant to this Section 5.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of "Independent Counsel" in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until the Court has determined that such objection is without merit. In the event of Trustees, acting in conformity with applicable federal and Delaware law, shall select another a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee's request for indemnification or advancement of Expenses pursuant to Section 5.1 hereof, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board applicable Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by such Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 5.2 hereof. The Fund Such Company shall pay any and all reasonable fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 5.2 hereof, and such Company shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 5.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.1 hereof, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses event a Determination is to be made by Independent CounselCounsel pursuant to Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Trustees Directors, in which event the Board of Directors shall select make such selection on behalf of the Independent CounselCompany, subject to the remaining provisions of this Section 9(e)), and Indemnitee or the Secretary of Company, as the Fund case may be, shall give written notice to the Board Member other, advising the Board Member Company or Indemnitee of the identity of the Independent Counsel so selected. The Board Member Company or Indemnitee, as the case may be, may, within five ten (10) days after receipt of such written noticenotice of selection shall have been received, deliver to Indemnitee or the Secretary of Company, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 415 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen twenty (20) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 9(c)(ii) of Expenses this Agreement and after a request for the appointment of Independent Counsel has been made, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 9(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses actually and reasonably incurred by Independent Counsel or in connection with his or her determinations pursuant to this Agreement, and the appointment of Independent Counsel shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless Company (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (i) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Trustees Directors or (ii) if there are no Disinterested Directors, by a majority vote of the Board of Directors, and the Company shall select give written notice to Indemnitee, within ten (10) days after receipt by the Company of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within ten (10) days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The so selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board Member mayof Directors, in which event the Company shall give written notice to Indemnitee within five ten (10) days after receipt of Indemnitee’s request for the Board of Directors or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (A) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Section 14 and that it agrees to serve in such capacity and (B) Indemnitee or the Company, as the case may be, may, within seven (7) days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to the selection of Independent Counsel pursuant to this Section 9(e) may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 414, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the “Court”) has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven (7) days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five (5) days to make a written objection to such alternate selection. If If, within fourteen thirty (30) days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 9(c)(ii), no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person Person selected by the court Court or by such other person Person as the court Court shall designate, and the person Person with respect to whom an objection is favorably so resolved or the person Person so appointed shall act as Independent CounselCounsel under Section 9(d). The Fund Company shall pay any and all reasonable fees and Expenses charged or expenses reasonably incurred by such Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 9(d), and the Company shall pay all reasonable fees and Expenses expenses reasonably incurred incident to the procedures described in of this paragraph, Section 9(e) regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees the Board, and the Company shall select give written notice to Indemnitee, within 10 days after receipt by the Company of Indemnitee's request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee's request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors, in which event the Company shall give written notice to Indemnitee, within five 10 days after receipt of Indemnitee's request for the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of "Independent Counsel" in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to selection of Independent Counsel pursuant to this Section 5.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of "Independent Counsel" in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until the Court has determined that such objection is without merit. In the event of Trustees, acting in conformity with applicable federal and Delaware law, shall select another a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee's request for indemnification or advancement of Expenses pursuant to Section 5.1 hereof, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 5.2 hereof. The Fund Company shall pay any and all reasonable fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 5.2 hereof, and the Company shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 5.3, regardless of the manner in which such Independent Counsel was selected or appointed.. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.1 hereof, Independent Counsel shall be

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees the Board, and the Company shall select give written notice to Indemnitee, within 10 days after receipt by the Company of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Company shall give written notice to Indemnitee within five 10 days after receipt of Indemnitee’s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to the selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the “Court”) has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 4.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 4.2. The Fund Company shall pay any and all reasonable fees and Expenses charged or expenses reasonably incurred by such Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 4.2, and the Company shall pay all reasonable fees and Expenses expenses reasonably incurred incident to the procedures described in of this paragraphSection 4.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses is to event Indemnitee requests that the Determination be made by Independent CounselCounsel pursuant to Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection by made by the Board of Trustees Directors, in which event the Board of Directors shall select make such selection on behalf of the Independent CounselCompany, subject to the remaining provisions of this Section 9(e)), and Indemnitee or the Secretary of Company, as the Fund case may be, shall give written notice to the Board Member other, advising the Board Member Company or Indemnitee of the identity of the Independent Counsel so selected. The Board Member Company or Indemnitee, as the case may be, may, within five ten (10) days after receipt of such written noticenotice of selection shall have been received, deliver to Indemnitee or the Secretary of Company, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 414 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen twenty (20) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 9(c)(ii) of Expenses this Agreement, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 9(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless Company (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses event a Determination is to be made by Independent CounselCounsel pursuant to Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Trustees Directors, in which event the Board of Directors shall select make such selection on behalf of the Independent CounselCompany, subject to the remaining provisions of this Section 9(e)), and Indemnitee or the Secretary of Company, as the Fund case may be, shall give written notice to the Board Member other, advising the Board Member Company or Indemnitee of the identity of the Independent Counsel so selected. The Board Member Company or Indemnitee, as the case may be, may, within five ten (10) days after receipt of such written noticenotice of selection shall have been received, deliver to Indemnitee or the Secretary of Company, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 415 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen twenty (20) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 9(c)(ii) of Expenses this Agreement and after a request for the appointment of Independent Counsel has been made, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 9(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses actually and reasonably incurred by Independent Counsel or in connection with his or her determinations pursuant to this Agreement, and the appointment of Independent Counsel shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless Company (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee's entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses Determination is to be made by Independent Counsel, the Independent Counsel shall be selected by (i) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (ii) if there are no Disinterested Directors, a majority vote of Trustees the Board, and the General Partner shall select give written notice to Indemnitee, within ten (10) days after receipt by the General Partner of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the Determination is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member General Partner, within ten (10) days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by (i) a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (ii) if there are no Disinterested Directors, a majority vote of the Board, in which event the General Partner shall give written notice to Indemnitee within five ten (10) days after receipt of Indemnitee’s request that such selection be made by a majority vote of the Disinterested Directors or the Board, as applicable, specifying the identity and address of the Independent Counsel so selected). In either event, (A) such notice to Indemnitee or the General Partner, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Section 14 of this Agreement and that it agrees to serve in such capacity and (B) Indemnitee or the General Partner, as the case may be, may, within seven (7) days after such written noticenotice of selection shall have been given, deliver to the Secretary of General Partner or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to the selection of Independent Counsel pursuant to this Section 9(e) may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 414 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (a “Court”) has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven (7) days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five (5) days to make a written objection to such alternate selection. If If, within fourteen thirty (30) days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 9(c)(ii), no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board General Partner or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the General Partner or Indemnitee to the other’s selection of Independent Counsel and/or or for the appointment as Independent Counsel of a person Person selected by the court Court or by such other person Person as the court Court shall designate, and the person Person with respect to whom an objection is favorably so resolved or the person Person so appointed shall act as Independent CounselCounsel under Section 9(d). The Fund Companies shall pay any and all reasonable fees and Expenses charged or expenses reasonably incurred by such Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 9(d), and the Companies shall pay all reasonable fees and Expenses expenses reasonably incurred incident to the procedures described in of this paragraphSection 9(e), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any Proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity, pending final disposition of such Proceeding or arbitration and subject to the applicable standards of professional conduct then prevailing.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees [Directors][Trustees] shall select the Independent Counsel, and the Secretary of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selected. The Board Member may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of Trustees[Directors][Trustees], acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Chancery Superior Court of the State of Delaware California or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If Notwithstanding anything to the contrary contained in Sections 2(d) or 4(a) of this Agreement, after a Change of Control and if requested by the Indemnitee at the time of making a claim for indemnification, (i) any determination of entitlement to indemnification under Section 2(a) or advancement of Expenses is to 2(b) (unless ordered by a court) shall be made by Independent CounselCounsel (as defined below), and (ii) after the submission of an Indemnification Statement, the Board determination pursuant to Section 4(a) whether an Indemnitee shall be entitled to indemnification under Sections 2(a), 2(b) or 3(a) hereof, as the case may be, shall be made by Independent Counsel (as defined below) instead of Trustees by the Board. For purposes of this Section 4(c) "Independent Counsel" shall select be an attorney selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), (i) who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the three years prior to the selection of the Independent Counsel, and (ii) who shall not, under the Secretary applicable standards of professional conduct then prevailing, have a conflict of interest in representing either the Fund Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. Any determination by Independent Counsel as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law shall give be rendered by its written notice opinion to the Board Member advising Company and Indemnitee. The Company agrees to pay the Board Member of the identity reasonable fees of the Independent Counsel selected. The Board Member mayand to indemnify fully such counsel against any and all expenses (including attorneys' and others' fees and expenses), within five days after receipt of such written noticeclaims, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4liabilities, loss, and shall set forth with particularity the factual basis damages arising out of such assertion. Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant relating to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless engagement of the manner in which such Independent Counsel was selected pursuant hereto or appointedthe opinion of such counsel pursuant hereto.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected by the Independent CounselBoard, and the Secretary of the Fund shall give written notice to the Board Member Trustee advising the Board Member Trustee of the identity of the Independent Counsel selected. The Board Member Trustee may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 47, and shall set forth with particularity the factual basis of such assertion. Upon Promptly after the receipt of such objection, another Independent Counsel shall be selected by the Board, and the Fund shall give written notice to the Trustee advising the Trustee of the identity of the Independent Counsel selected. The Trustee may, within five days after receipt of such written notice, deliver to the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 7, and shall set forth with particularity the factual basis of such assertion. The Board shall determine the merits of Trusteesthe objection and, acting in conformity with applicable federal and Delaware lawits discretion, shall either determine that the proposed Independent Counsel shall, despite the objection, act as such hereunder or select another Independent CounselCounsel who shall act as such hereunder. If within fourteen 45 days (which period shall be extended by another 45 days if the Trustee objects to the first Independent Counsel selected by the Board as provided in the previous paragraph) after submission by the Board Member Trustee of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been finally selected without objectionas provided in the previous paragraph, then either the Board Fund or the Board Member Trustee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses of the Trustee incurred incident to the procedures described in this paragraphparagraph (b), regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses event that the Determination is to be made by Independent CounselCounsel pursuant to Section 10(d) of this Agreement, the Board of Trustees Independent Counsel shall be selected as provided in this Section 10(e). The Independent Counsel shall be selected by the Disinterested Directors (unless there are no Disinterested Directors, in which case Indemnitee shall select the Independent CounselCounsel in the Indemnitee’s sole discretion), and the Secretary Board of Directors or the Fund Indemnitee, as the case may be, shall give written notice to the Board Member other, advising the Board Member of Directors or Indemnitee, as the case may be, of the identity of the Independent Counsel so selected. The Board Member of Directors or the Indemnitee, as the case may be, may, within five 10 days after receipt of such written noticenotice of selection shall have been received, deliver to the Secretary Indemnitee or the Board of Directors, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth in Section 4, “Independent Counsel” and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen 20 days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 10(c)(ii) of Expenses this Agreement, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board of Directors or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that shall have been made by the Board of Directors or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 10(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless Company (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses is to event Indemnitee requests that the Determination be made by Independent CounselCounsel pursuant to Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Trustees Directors, in which event the Board of Directors shall select make such selection on behalf of the Independent CounselIMS Companies, subject to the remaining provisions of this Section 9(e)), and Indemnitee or the Secretary of IMS Companies, as the Fund case may be, shall give written notice to the Board Member other, advising the Board Member IMS Companies or Indemnitee of the identity of the Independent Counsel so selected. The Board Member IMS Companies or Indemnitee, as the case may be, may, within five (5) days after receipt of such written noticenotice of selection shall have been received, deliver to Indemnitee or the Secretary of Company, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 415 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen ten (10) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 9(c)(ii) of Expenses this Agreement and after a request for the appointment of Independent Counsel has been made, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board IMS Companies or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by the IMS Companies or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 9(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel or in connection with his or her determinations pursuant to this Agreement, and the appointment of Independent Counsel shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless IMS Companies (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected by the Independent CounselBoard, and the Secretary of the Fund Trust shall give written notice to the Board Member Trustee advising the Board Member Trustee of the identity of the Independent Counsel selected. The Board Member Trustee may, within five days after receipt of such written notice, deliver to the Secretary of the Fund Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 47, and shall set forth with particularity the factual basis of such assertion. Upon Promptly after the receipt of such objection, another Independent Counsel shall be selected by the Board, and the Trust shall give written notice to the Trustee advising the Trustee of the identity of the Independent Counsel selected. The Trustee may, within five days after receipt of such written notice, deliver to the Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 7, and shall set forth with particularity the factual basis of such assertion. The Board shall determine the merits of Trusteesthe objection and, acting in conformity with applicable federal and Delaware lawits discretion, shall either determine that the proposed Independent Counsel shall, despite the objection, act as such hereunder or select another Independent CounselCounsel who shall act as such hereunder. If within fourteen 45 days (which period shall be extended by another 45 days if the Trustee objects to the first Independent Counsel selected by the Board as provided in the previous paragraph) after submission by the Board Member Trustee of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been finally selected without objectionas provided in the previous paragraph, then either the Board Trust or the Board Member Trustee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Trust shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses of the Trustee incurred incident to the procedures described in this paragraphparagraph (b), regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected by the Independent CounselBoard, and the Secretary of the Fund shall give written notice to the Board Member Trustee advising the Board Member Trustee of the identity of the Independent Counsel selected. The Board Member Trustee may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in the definition of Independent Counsel in Section 41, and shall set forth with particularity the factual basis of such assertion. Upon receipt of such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel, subject to a similar right of objection. If within fourteen (14) days after submission by the Board Member Trustee of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objectionby the Board (whether or not an objection by the Trustee is the cause of the delay), then either the Board Fund or the Board Member Trustee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or in California for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected by the Independent CounselBoard, and the Secretary of the Fund Company shall give written notice to the Board Member Director advising the Board Member Director of the identity of the Independent Counsel selected. The Board Member Director may, within five days after receipt of such written notice, deliver to the Secretary of the Fund Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in the definition of Independent Counsel in Section 41, and shall set forth with particularity the factual basis of such assertion. Upon receipt of such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel, subject to a similar right of objection. If within fourteen days after submission by the Board Member Director of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objectionby the Board (whether or not an objection by the Director is the cause of the delay), then either the Board Company or the Board Member Director may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or in California for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Company shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Directors shall select the Independent Counsel, and the Secretary of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selected. The Board Member may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of TrusteesDirectors, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Chancery Superior Court of the State of Delaware California or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected by the Independent CounselBoard, and the Secretary of the Fund Trust shall give written notice to the Board Member Trustee advising the Board Member Trustee of the identity of the Independent Counsel selected. The Board Member Trustee may, within five days after receipt of such written notice, deliver to the Secretary of the Fund Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in the definition of Independent Counsel in Section 41, and shall set forth with particularity the factual basis of such assertion. Upon receipt of such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission by the Board Member Trustee of a written request for indemnification or advancement of Expenses expenses no such Independent Counsel shall have been selected without objectionby the Board (whether or not an objection by the Trustee is the cause of the delay), then either the Board Trust or the Board Member Trustee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or in Massachusetts for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Trust shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If In the event the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected as provided in this Section 6(c). If a Change in Control has not occurred, the Independent CounselCounsel shall be selected by the Board (including a vote of a majority of the Disinterested Directors, if obtainable), and the Secretary of the Fund Company shall give written notice to the Board Member advising the Board Member Indemnitee of the identity of the Independent Counsel so selected. The Board Member Indemnitee may, within five ten (10) days after receipt of such written noticenotice of selection shall have been given, deliver to the Secretary of the Fund Company a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 414 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is made, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If a Change in Control has occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and approved by the Board (which approval shall not be unreasonably withheld). If (i) an Independent Counsel is to make the determination of entitlement pursuant to this Section 6, and (ii) within fourteen twenty (20) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement of Expenses pursuant to Section 6(a) hereof, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Court of Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that which shall have been made by Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 6(b) hereof. The Fund Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected by the Independent CounselBoard, and the Secretary of the Fund Trust shall give written notice to the Board Member Trustee advising the Board Member Trustee of the identity of the Independent Counsel selected. The Board Member Trustee may, within five (5) days after receipt of such written notice, deliver to the Secretary of the Fund Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 47, and shall set forth with particularity the factual basis of such assertion. Upon Promptly after the receipt of such objection, another Independent Counsel shall be selected by the Board, and the Trust shall give written notice to the Trustee advising the Trustee of the identity of the Independent Counsel selected. The Trustee may, within five (5) days after receipt of such written notice, deliver to the Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 7, and shall set forth with particularity the factual basis of such assertion. The Board shall determine the merits of Trusteesthe objection and, acting in conformity with applicable federal and Delaware lawits discretion, shall either determine that the proposed Independent Counsel shall, despite the objection, act as such hereunder or select another Independent CounselCounsel in accordance with the selection process set out in this paragraph (b) who shall act as such hereunder. If within fourteen thirty (30) days (which period shall be extended by another fifteen (15) days if the Trustee objects to the first Independent Counsel selected by the Board as provided in the previous paragraph) after submission by the Board Member Trustee of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have has been finally selected without objectionas provided in the previous paragraph, then either the Board Trust or the Board Member Trustee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Trust shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses of the Trustee incurred incident to the procedures described in this paragraphparagraph (b), regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses is to event Indemnitee requests that the Determination be made by Independent CounselCounsel pursuant to Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Trustees Directors (as hereinafter defined), in which event the Board of Directors shall select make such selection on behalf of the Independent CounselCompany, subject to the remaining provisions of this Section 9(e)), and Indemnitee or the Secretary of Company, as the Fund case may be, shall give written notice to the Board Member other, advising the Board Member Company or Indemnitee of the identity of the Independent Counsel so selected. The Board Member Company or Indemnitee, as the case may be, may, within five (5) days after receipt of such written noticenotice of selection shall have been received, deliver to Indemnitee or the Secretary of Company, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 415 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen ten (10) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 9(c)(ii) of Expenses this Agreement and after a request for the appointment of Independent Counsel has been made, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 9(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel or in connection with his or her determinations pursuant to this Agreement, and the appointment of Independent Counsel shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless Company (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees the Board, and the Company shall select give written notice to Indemnitee, within 10 days after receipt by the Company of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Company shall give written notice to Indemnitee within five 10 days after receipt of Indemnitee’s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the “Court”) has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 4.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 4.2. The Fund Company shall pay any and all reasonable fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 4.2, and the Company shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 4.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected by the Independent CounselBoard, subject to the exception set forth in Section 4(d), and the Secretary of the Fund Trust shall give written notice to the Board Member Trustee advising the Board Member Trustee of the identity of the Independent Counsel selected. The Board Member Trustee may, within five business days after receipt of such written notice, deliver to the Secretary of the Fund Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 46, and the objection shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen ten business days after submission by the Board Member Trustee of a such written request for indemnification or advancement of Expenses objection no such Independent Counsel shall have been selected without objection, then either the Board Trust or the Board Member Trustee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Trust shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, Agreement and shall pay all reasonable fees and Expenses of the Trustee incurred incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees the Board, and the Company shall select give written notice to Indemnitee, within ten (10) days after receipt by the Company of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within ten (10) days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Company shall give written notice to Indemnitee within five ten (10) days after receipt of Indemnitee’s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven (7) days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to the selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the “Court”) has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven (7) days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five (5) days to make a written objection to such alternate selection. If If, within fourteen thirty (30) days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 4.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 4.2. The Fund Company shall pay any and all reasonable fees and Expenses charged or expenses reasonably incurred by such Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 4.2, and the Company shall pay all reasonable fees and Expenses expenses reasonably incurred incident to the procedures described in of this paragraphSection 4.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses Determination is to be made by Independent Counsel, the Independent Counsel shall be selected by (i) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (ii) if there are no Disinterested Directors, a majority vote of Trustees the Board, and the General Partner shall select give written notice to Indemnitee, within ten (10) days after receipt by the General Partner of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the Determination is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member General Partner, within ten (10) days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by (i) a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (ii) if there are no Disinterested Directors, a majority vote of the Board, in which event the General Partner shall give written notice to Indemnitee within five ten (10) days after receipt of Indemnitee’s request that such selection be made by a majority vote of the Disinterested Directors or the Board, as applicable, specifying the identity and address of the Independent Counsel so selected). In either event, (A) such notice to Indemnitee or the General Partner, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Section 14 of this Agreement and that it agrees to serve in such capacity and (B) Indemnitee or the General Partner, as the case may be, may, within seven (7) days after such written noticenotice of selection shall have been given, deliver to the Secretary of General Partner or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to the selection of Independent Counsel pursuant to this Section 9(e) may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 414 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until the Trial Court (as defined in Section 20 below) has determined that such objection is without merit. In the event of Trustees, acting in conformity with applicable federal and Delaware law, shall select another a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven (7) days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five (5) days to make a written objection to such alternate selection. If If, within fourteen thirty (30) days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 9(c)(ii), no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board General Partner or the Board Member Indemnitee may petition the Chancery Trial Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made 8 by the General Partner or Indemnitee to the other’s selection of Independent Counsel and/or or for the appointment as Independent Counsel of a person Person selected by the court Trial Court or by such other person Person as the court Trial Court shall designate, and the person Person with respect to whom an objection is favorably so resolved or the person Person so appointed shall act as Independent CounselCounsel under Section 9(d). The Fund Companies shall pay any and all reasonable fees and Expenses charged or expenses reasonably incurred by such Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 9(d), and the Companies shall pay all reasonable fees and Expenses expenses reasonably incurred incident to the procedures described in of this paragraphSection 9(e), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any Proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity, pending final disposition of such Proceeding or arbitration and subject to the applicable standards of professional conduct then prevailing.

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses is to event Indemnitee requests that the Determination be made by Independent CounselCounsel pursuant to Section 9(d) of this Agreement, the Board Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company in which event the Company shall make such selection, subject to the remaining provisions of Trustees shall select the Independent Counselthis Section 9(e)), and Indemnitee or the Secretary of Company, as the Fund case may be, shall give written notice to the Board Member other, advising the Board Member Company or Indemnitee of the identity of the Independent Counsel so selected. The Board Member Company or Indemnitee, as the case may be, may, within five (5) days after receipt of such written noticenotice of selection shall have been received, deliver to Indemnitee or the Secretary of Company, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 415 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen ten (10) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 9(c)(ii) of Expenses this Agreement and after a request for the appointment of Independent Counsel has been made, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 9(d) of this Agreement. The Fund Upon the due commencement of any judicial Proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any Expenses charged or incurred by Independent Counsel or in connection with his or her determinations pursuant to this Agreement, and the appointment of Independent Counsel shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless Company (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select the Independent Counselbe selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Company shall give written notice to Indemnitee within five 10 days after receipt of Indemnitee’s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected. In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written confirmation by the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to the selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the “Court”) has determined that such objection is without merit or such objection is withdrawn. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Xxxxxxxxxx’s request for indemnification or advancement of Expenses pursuant to Section 4.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 4.2. The Fund Company shall pay any and all reasonable fees and Expenses charged or expenses reasonably incurred by by, such Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 4.2, and the Company shall pay all reasonable fees and Expenses expenses reasonably incurred incident to the procedures described in of this paragraphSection 4.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent CounselCounsel pursuant to Section 2(c)(‎iii) hereof, the Independent Counsel shall be selected as provided in this Section 2(c)(iv) and in accordance with Section 145 of the DGCL. If a Change of Control shall not have occurred, then the Independent Counsel shall be selected by the Board of Trustees shall select the Independent CounselDirectors, and the Secretary of the Fund Company shall give written notice to the Board Member Indemnitee advising the Board Member Indemnitee of the identity of the Independent Counsel so selected. The If a Change of Control shall have occurred, then the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board Member of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within five ten (10) calendar days after receipt of such written noticenotice of selection has been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel law firm or person so selected does not meet the requirement requirements of independence set forth in Section 4“Independent Counsel” as defined herein, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If within fourteen such written objection is so made and substantiated, the law firm or person so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Courts have determined that such objection is without merit. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 2(c)(iii) hereof and, following the expiration of twenty (20) calendar days after submission by the Board Member Indemnitee of a written request for indemnification or advancement of Expenses no such pursuant to Section 2(c)(ii), Independent Counsel shall not have been selected without objectionselected, or an objection thereto has been made and not withdrawn, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction Courts for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a law firm or person selected by the such court (or selected by such other person as the court shall designate), and the law firm or person with respect to whom an objection is favorably all objections are so resolved or the law firm or person so appointed shall act as Independent CounselCounsel under Section 2(c)(iii). The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 2(c)(viii), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 2(c)(iii), then the Company agrees to pay all the reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless expenses of the manner in which such Independent Counsel was selected and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities, and damages arising out of or appointedrelating to this Agreement or its engagement pursuant hereto.

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses is to event Indemnitee requests that the Determination be made by Independent CounselCounsel pursuant to Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Trustees Directors, in which event the Board of Directors shall select make such selection on behalf of the Independent CounselCompany, subject to the remaining provisions of this Section 9(e)), and Indemnitee or the Secretary of Company, as the Fund case may be, shall give written notice to the Board Member other, advising the Board Member Company or Indemnitee of the identity of the Independent Counsel so selected. The Board Member Company or Indemnitee, as the case may be, may, within five (5) days after receipt of such written noticenotice of selection shall have been received, deliver to Indemnitee or the Secretary of Company, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 415 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board law firm, or a member of Trustees, acting in conformity with applicable federal and Delaware law, a law firm so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen ten (10) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 9(c)(ii) of Expenses this Agreement and after a request for the appointment of Independent Counsel has been made, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person law firm, or member of a law firm selected by the court or by such other person as the court shall designate, and the person law firm, or member of a law firm with respect to whom an objection is favorably all objections are so resolved or the person law firm, or member of a law firm so appointed shall act as Independent CounselCounsel under Section 9(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel or in connection with his or her determinations pursuant to this Agreement, and the appointment of Independent Counsel shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless Company (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board Independent Counsel shall be selected by a majority of the Disinterested Trustees shall select of the relevant Trust (or, if there are no Disinterested Trustees with respect to the matter in question, by a majority of the Independent CounselTrustees), and the Secretary of the Fund relevant Trust shall give written notice to the Board Member Trustee advising the Board Member Trustee of the identity of the Independent Counsel selected. The Board Member Trustee may, within five days after receipt of such written notice, deliver to the Secretary of the Fund such Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 47, and shall set forth with particularity the factual basis of such assertion. Upon Promptly after receipt of such objection, another Independent Counsel shall be selected by the Board of Disinterested Trustees (or Independent Trustees, acting as the case may be), and the Trust shall give written notice to the Trustee advising the Trustee of the identity of the Independent Counsel selected. The Trustee may, within five days after receipt of such written notice, deliver to the Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in conformity Section 7, and shall set forth with applicable federal and Delaware lawparticularity the factual basis of such assertion. The Disinterested Trustees (or Independent Trustees, as the case may be) of the relevant Trust shall determine the merits of the objection and, in their discretion, either determine that the proposed Independent Counsel shall, despite the objection, act as such hereunder or select another Independent CounselCounsel who shall act as such hereunder. If within fourteen days (which period shall be extended by another fourteen days if the Trustee objects to the first Independent Counsel selected by the Disinterested Trustees (or Independent Trustees, as the case may be) as provided in the previous paragraph and for another fourteen days thereafter if the Trustee objects to the second Independent Counsel selected by the Disinterested Trustees (or Independent Trustees, as the case may be) as provided in the previous paragraph) after submission by the Board Member Trustee of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been finally selected without objectionas provided in the previous paragraph, then either the Board relevant Trust or the Board Member Trustee may petition the Chancery Court an appropriate court of the State The Commonwealth of Delaware Massachusetts or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund relevant Trust shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraphparagraph (b), regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees the Board, and the Partnership shall select give written notice to Indemnitee, within 10 days after receipt by the Partnership of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Partnership, within 10 days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Partnership shall give written notice to Indemnitee within five 10 days after receipt of Indemnitee’s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Partnership, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Partnership, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Partnership or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to the selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the “Court”) has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 4.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Partnership or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Partnership or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 4.2. The Fund Partnership shall pay any and all reasonable fees and Expenses charged or expenses reasonably incurred by such Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 4.2, and the Partnership shall pay all reasonable fees and Expenses expenses reasonably incurred incident to the procedures described in of this paragraphSection 4.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If Notwithstanding anything to the contrary contained in Sections 2(d) or 4(a) of this Agreement, after a Change of Control and if requested by the Indemnitee at the time of making a claim for indemnification, (i) any determination of entitlement to indemnification under Section 2(a) or advancement of Expenses is to 2(b) (unless ordered by a court) shall be made by Independent CounselCounsel (as defined below), and (ii) after the submission of an Indemnification Statement, the Board determination pursuant to Section 4(a) whether an Indemnitee shall be entitled to indemnification under Sections 2(a), 2(b) or 3(a) hereof, as the case may be, shall be made by Independent Counsel (as defined below) instead of Trustees by the Board. For purposes of this Section 4(c) "Independent Counsel" shall select be an attorney selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), (i) who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the three years prior to the selection of the Independent Counsel, and (ii) who shall not, under the Secretary applicable standards of professional conduct then prevailing, have a conflict of interest in representing either the Fund Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. Any determination by Independent Counsel as to whether and to what extent the Indemnitee should be 26 permitted to be indemnified under applicable law shall give be rendered by its written notice opinion to the Board Member advising Company and Indemnitee. The Company agrees to pay the Board Member of the identity reasonable fees of the Independent Counsel selected. The Board Member mayand to indemnify fully such counsel against any and all expenses (including attorneys' and others' fees and expenses), within five days after receipt of such written noticeclaims, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4liabilities, loss, and shall set forth with particularity the factual basis damages arising out of such assertion. Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant relating to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless engagement of the manner in which such Independent Counsel was selected pursuant hereto or appointedthe opinion of such counsel pursuant hereto.

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees the Board, and the Company shall select give written notice to Indemnitee, within ten (10) business days after receipt by the Company of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within ten (10) business days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Company shall give written notice to Indemnitee within five ten (10) business days after receipt of Indemnitee’s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven (7) days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to the selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the “Court”) has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven (7) days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five (5) days to make a written objection to such alternate selection. If If, within fourteen thirty (30) days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 4.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 4.2. The Fund Company shall pay any and all reasonable fees and Expenses charged or expenses reasonably incurred by such Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 4.2, and the Company shall pay all reasonable fees and Expenses expenses reasonably incurred incident to the procedures described in of this paragraphSection 4.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If In the event the determination of entitlement to indemnification or advancement of Expenses is to be made by an Independent CounselCounsel pursuant to Section 4(a), the Board Independent Counsel shall be selected as follows. If a Change of Trustees shall select Control has not occurred, the Independent CounselCounsel shall be selected by the Board, and the Secretary of the Fund Company shall give written notice to the Board Member advising the Board Member Indemnitee of the identity of the Independent Counsel selected. The Board Member If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to the Company of the identity of the Independent Counsel selected. In either event, Indemnitee or the Company, as the case may be, may, within five ten days after receipt written notice of such written noticethe selection is given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to the selection; provided, however, that such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth in Section 4an Independent Counsel, and the objection shall set forth with particularity the factual basis of such assertion. Upon such objectionIf a written objection is made and substantiated, the Board of TrusteesIndependent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen twenty days after submission by the Board Member Indemnitee of a written request for indemnification or advancement of Expenses pursuant to Section 2(a), no such Independent Counsel shall have has been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Court of Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as of an Independent Counsel of a person selected by the court or by such other person as the court shall designatecourt, and the person with respect to whom an objection is favorably all objections are so resolved or appointed by the person so appointed court shall act as Independent CounselCounsel under Section 4(b). The Fund Company shall pay all reasonable fees and Expenses charged or expenses incurred by the Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 4(a), and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 4(b), regardless of the manner in which such the Independent Counsel was selected or appointed.

Independent Counsel. If a Change in Control shall have occurred and Indemnitee elects that the determination of entitlement as to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select the Independent Counselbe selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member Corporation within 10 days advising the Board Member it of the identity of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Board, in which event the Corporation shall give written notice to Indemnitee within five 10 days after receipt of Indemnitee's request for indemnification advising him of the identity of the Independent Counsel so selected). In either event, Indemnitee or the Corporation, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Corporation or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to selection of Independent Counsel pursuant to this Section 5.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of "Independent Counsel" in Section 4Article I hereof, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. In the event of Trustees, acting in conformity with applicable federal and Delaware law, shall select another a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member Indemnitee of a written request for indemnification or advancement of Expenses pursuant to Section 5.1 hereof, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Corporation or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction (the "Court") for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.resolution

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses is to event Indemnitee requests that the Determination be made by Independent CounselCounsel pursuant to Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Trustees Directors, in which event the Board of Directors shall select make such selection on behalf of the Independent CounselATD Companies, subject to the remaining provisions of this Section 9(e)), and Indemnitee or the Secretary of ATD Companies, as the Fund case may be, shall give written notice to the Board Member other, advising the Board Member ATD Companies or Indemnitee of the identity of the Independent Counsel so selected. The Board Member ATD Companies or Indemnitee, as the case may be, may, within five (5) days after receipt of such written noticenotice of selection shall have been received, deliver to Indemnitee or the Secretary of Company, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 415 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen ten (10) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 9(c)(ii) of Expenses this Agreement and after a request for the appointment of Independent Counsel has been made, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board ATD Companies or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by the ATD Companies or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 9(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel or in connection with his or her determinations pursuant to this Agreement, and the appointment of Independent Counsel shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless ATD Companies (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected by the Independent CounselBoard, and the Secretary of the Fund Trust shall give written notice to the Board Member Trustee advising the Board Member Trustee of the identity of the Independent Counsel selected. The Board Member Trustee may, within five days after receipt of such written notice, deliver to the Secretary of the Fund Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 47, and shall set forth with particularity the factual basis of such assertion. Upon Promptly after the receipt of such objection, another Independent Counsel shall be selected by the Board, and the Trust shall give written notice to the Trustee advising the Trustee of the identity of the Independent Counsel selected. The Trustee may, within five days after receipt of such written notice, deliver to the Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 7, and shall set forth with particularity the factual basis of such assertion. The Board shall determine the merits of Trusteesthe objection and, acting in conformity with applicable federal and Delaware lawits discretion, shall either determine that the proposed Independent Counsel shall, despite the objection, act as such hereunder or select another Independent CounselCounsel who shall act as such hereunder. If within fourteen 45 days (which period shall be extended by another 45 days if the Trustee objects to the first Independent Counsel selected by the Board as provided in the previous paragraph) after submission by the Board Member Trustee of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been finally selected without objectionas provided in the previous paragraph, then either the Board Trust or the Board Member Trustee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Trust shall pay all reasonable fees and Expenses charged or incurred by the Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses of the Trustee incurred incident to the procedures described in this paragraphparagraph (b), regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected by the Independent CounselBoard, and the Secretary of the Fund shall give written notice to the Board Member Trustee advising the Board Member Trustee of the identity of the Independent Counsel selected. The Board Member Trustee may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 47, and shall set forth with particularity the factual basis of such assertion. Upon Promptly after receipt of such objection, another Independent Counsel shall be selected by the Board, and the Fund shall give written notice to the Trustee advising the Trustee of the identity of the Independent Counsel selected. The Trustee may, within five days after receipt of such written notice, deliver to the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 7, and shall set forth with particularity the factual basis of such assertion. The Board shall determine the merits of Trusteesthe objection and, acting in conformity with applicable federal and Delaware lawits discretion, shall either determine that the proposed Independent Counsel shall, despite the objection, act as such hereunder or select another Independent CounselCounsel who shall act as such hereunder. If within fourteen days (which period shall be extended by another fourteen days if the Trustee objects to the first Independent Counsel selected by the Board as provided in the previous paragraph) after submission by the Board Member Trustee of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been finally selected without objectionas provided in the previous paragraph, then either the Board Fund or the Board Member Trustee may petition the Chancery Court an appropriate court of the State of Delaware New York or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraphparagraph (b), regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses Determination is to be made by Independent Counsel, the Independent Counsel shall be selected by (i) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (ii) if there are no Disinterested Directors, a majority vote of Trustees the Board, and the General Partner shall select give written notice to Indemnitee, within 10 days after receipt by the General Partner of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the Determination is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member General Partner, within 10 days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by (i) a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (ii) if there are no Disinterested Directors, a majority vote of the Board, in which event the General Partner shall give written notice to Indemnitee within five 10 days after receipt of Indemnitee’s request that such selection be made by a majority vote of the Disinterested Directors or the Board, as applicable, specifying the identity and address of the Independent Counsel so selected). In either event, (A) such notice to Indemnitee or the General Partner, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Section 14 and that it agrees to serve in such capacity and (B) Indemnitee or the General Partner, as the case may be, may, within 7 days after such written noticenotice of selection shall have been given, deliver to the Secretary of General Partner or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to the selection of Independent Counsel pursuant to this Section 9(e) may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 414, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (a “Court”) has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have 7 days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have 5 days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 9(c)(ii), no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board General Partner or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the General Partner or Indemnitee to the other’s selection of Independent Counsel and/or or for the appointment as Independent Counsel of a person Person selected by the court Court or by such other person Person as the court Court shall designate, and the person Person with respect to whom an objection is favorably so resolved or the person Person so appointed shall act as Independent CounselCounsel under Section 9(d). The Fund Companies shall pay any and all reasonable fees and Expenses charged or expenses reasonably incurred by such Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 9(d), and the Companies shall pay all reasonable fees and Expenses expenses reasonably incurred incident to the procedures described in of this paragraphSection 9(e), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any Proceeding or arbitration pursuant to Section 9(f), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity, pending final disposition of such Proceeding or arbitration and subject to the applicable standards of professional conduct then prevailing.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected by the Independent CounselBoard, subject to the exception set forth in Section 4(d), and the Secretary of the Fund Trust shall give written notice to the Board Member Trustee advising the Board Member Trustee of the identity of the Independent Counsel selected. The Board Member Trustee may, within five business days after receipt of such written notice, deliver to the Secretary of the Fund Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 45, and shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen ten business days after submission by the Board Member Trustee of a such written request for indemnification or advancement of Expenses objection no such Independent Counsel shall have been selected without objection, then either the Board Trust or the Board Member Trustee may petition the Chancery Superior Court of the State of Delaware California or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Trust shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees the Board, and the Company shall select give written notice to Indemnitee, within 10 days after receipt by the Company of Indemnitee's request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee's request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors, in which event the Company shall give written notice to Indemnitee, within five 10 days after receipt of Indemnitee's request for the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of "Independent Counsel" in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to selection of Independent Counsel pursuant to this Section 5.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of "Independent Counsel" in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until the Court has determined that such objection is without merit. In the event of Trustees, acting in conformity with applicable federal and Delaware law, shall select another a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee's request for indemnification or advancement of Expenses pursuant to Section 5.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 5.2. The Fund Company shall pay any and all reasonable fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 5.2, and the Company shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 5.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses event the Determination is to be made by Independent CounselCounsel pursuant to Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by the Board of Trustees shall select Directors on behalf of the Independent CounselGymboree Companies, subject to the remaining provisions of this Section 9(e), and the Secretary of the Fund Gymboree Companies shall give written notice to the Board Member Indemnitee, advising the Board Member Indemnitee of the identity of the Independent Counsel so selected. The Board Member Indemnitee may, within five twenty (20) days after receipt of such written noticenotice of selection shall have been received, deliver to the Secretary of the Fund Gymboree Companies a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 415 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the person so selected by the Board of Trustees, acting in conformity with applicable federal and Delaware law, Directors shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen ten (10) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 9(c)(ii) of Expenses this Agreement and the Board of Directors’ selection of Independent Counsel, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Gymboree Companies or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by Indemnitee to the Board of Directors’ selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 9(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel or in connection with his or her determinations pursuant to this Agreement, and the appointment of Independent Counsel shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless Gymboree Companies (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If (a) For purposes of this Agreement, the Independent Counsel with respect to each indemnification request of the Indemnitee that is referred by the Company pursuant to Section C.2(c) above shall make its determination of entitlement in a written opinion to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Directors, a copy of which shall select be delivered to the Independent Counsel, and Indemnitee within 60 days after the Secretary later of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selected. The Board Member may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission by the Board Member of a Indemnitee’s written request for indemnification an advancement or advancement reimbursement of Expenses no such Independent Counsel shall have been selected without objection, then either and the Board or the Board Member may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for under Section C.8(b) below. If the appointment as Independent Counsel of a person selected by determines that the court Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within 10 days after such determination. The Indemnitee shall cooperate with the person, persons or by entity making such other person as the court shall designate, and the person determination with respect to whom an objection the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is favorably resolved not privileged or otherwise protected from disclosure and which is reasonably available to the person so appointed Indemnitee and reasonably necessary to such determination. Any Independent Counsel shall act as Independent Counselreasonably and in good faith in making a determination under this Agreement of the Indemnitee’s entitlement to indemnification. The Fund shall pay all Any reasonable costs or expenses (including reasonable attorneys’ fees and Expenses charged or disbursements) incurred by Independent Counsel the Indemnitee in connection so cooperating with his the person, persons or her determinations pursuant to this Agreement, and entity making such determination shall pay all reasonable fees and Expenses incident be borne by the Company (irrespective of the determination as to the procedures described in this paragraph, regardless of Indemnitee’s entitlement to indemnification) and the manner in which such Independent Counsel was selected or appointedCompany hereby indemnifies and agrees to hold the Indemnitee harmless therefrom to the extent as aforesaid.

Independent Counsel. If a Change in Control shall have occurred and Indemnitee elects that the determination of entitlement as to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select the Independent Counselbe selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member Corporation within 10 days advising the Board Member it of the identity of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Board, in which event the Corporation shall give written notice to the Indemnitee within five 10 days after receipt of Indemnitee’s request for indemnification advising Indemnitee of the identity of the Independent Counsel so selected). In either event, Indemnitee or the Corporation, as the case may be, within 7 days after such written noticenotice of selection shall have been given, may deliver to the Secretary of Corporation or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to selection of Independent Counsel pursuant to this Section 5.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 4Article 1 hereof, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a Court has determined that such objection is without merit. In the event of Trustees, acting in conformity with applicable federal and Delaware law, shall select another a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have 7 days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have 5 days to make a written objection to such alternate selection. If within fourteen If, following 30 days after submission by the Board Member Indemnitee of a written request for indemnification or advancement of Expenses pursuant to Section 5.1 hereof, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Corporation or the Board Member Indemnitee may petition the Chancery a Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 5.2 hereof. The Fund Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 5.2, and the Corporation shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 5.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.1(c) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board Independent Counsel shall be selected pursuant to Section 4.2(b)(iii), and the Company shall give written notice to Indemnitee, within 10 days after receipt by the Company of Trustees Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall select have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Company shall give written notice to Indemnitee within five 10 days after receipt of Indemnitee’s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the “Court”) has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 4.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 4.2. The Fund Company shall pay any and all reasonable fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 4.2, and the Company shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 4.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected by the Independent CounselBoard, and the Secretary of the Fund shall give written notice to the Board Member Director advising the Board Member Director of the identity of the Independent Counsel selected. The Board Member Director may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 47, and shall set forth with particularity the factual basis of such assertion. Upon Promptly after receipt of such objection, another Independent Counsel shall be selected by the Board, and the Fund shall give written notice to the Director advising the Director of the identity of the Independent Counsel selected. The Director may, within five days after receipt of such written notice, deliver to the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 7, and shall set forth with particularity the factual basis of such assertion. The Board shall determine the merits of Trusteesthe objection and, acting in conformity with applicable federal and Delaware lawits discretion, shall either determine that the proposed Independent Counsel shall, despite the objection, act as such hereunder or select another Independent CounselCounsel who shall act as such hereunder. If within fourteen days (which period shall be extended by another fourteen days if the Director objects to the first Independent Counsel selected by the Board as provided in the previous paragraph) after submission by the Board Member Director of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been finally selected without objectionas provided in the previous paragraph, then either the Board Fund or the Board Member Director may petition the Chancery Court an appropriate court of the State of Delaware New York or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraphparagraph (b), regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trust's Trustees shall select the Independent Counsel, and the Secretary of the Fund Trust shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selected. The Board Member may, within five days after receipt of such written notice, deliver to the Secretary of the Fund Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of Trust's Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Trust shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent CounselCounsel (defined below), the Board Independent Counsel shall be selected as provided in this Section 12(c). The Independent Counsel shall be selected by the majority vote of Trustees shall select the Independent Counsela quorum of Disinterested Directors (defined below), and the Secretary of the Fund Company shall give written notice to the Board Member Watford advising the Board Member him of the identity of the Independent Counsel so selected. The Board Member Watford may, within five seven days after receipt of such the written notice, deliver to the Secretary of the Fund Company a written objection to such the selection. Such His objection may be asserted only on the ground grounds that the Independent Counsel so selected does not meet the requirement requirements of independence set forth Independent Counsel as defined in Section 412(h) below, and the objection shall set forth with particularity the factual basis of such the assertion. Upon such objectionIf written objection is made, the Board of Trustees, acting in conformity with applicable federal and Delaware law, Independent Counsel so selected shall select another Independent Counselbe disqualified. If within fourteen twenty (20) days after submission by the Board Member Watford of a written request demand for indemnification or advancement pursuant to Section 12(a) of Expenses this Agreement, no such Independent Counsel shall have been selected, or if selected without objectionshall have been objected to, then in accordance with this Section 12(c), either the Board Company or the Board Member Watford may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution in the State of any objection that shall have been made to the selection of Independent Counsel and/or Texas for the appointment as Independent Counsel of a person selected by the court or by such any other person as the that court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Company shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expense incident to the procedures described in of this paragraphSection 12(c), regardless of the manner in which such the Independent Counsel was selected or appointed. The Company shall pay the reasonable fees and expenses of the Independent Counsel and shall indemnify fully the Independent Counsel against any and all expenses (including attorneys’ fees) claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses event that the Determination is to be made by Independent CounselCounsel pursuant to Section 10(d) of this Agreement, the Board of Trustees Independent Counsel shall be selected as provided in this Section 10(e). The Independent Counsel shall be selected by the Disinterested Directors (unless there are no Disinterested Directors, in which case Indemnitee shall select the Independent CounselCounsel in the Indemnitee’s sole discretion), and the Secretary Board of Directors or the Fund Indemnitee, as the case may be, shall give written notice to the Board Member other, advising the Board Member of Directors or Indemnitee, as the case may be, of the identity of the Independent Counsel so selected. The Board Member of Directors or the Indemnitee, as the case may be, may, within five 10 days after receipt of such written noticenotice of selection shall have been received, deliver to the Secretary Indemnitee or the Board of Directors, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth in Section 4, “Independent Counsel” and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen 20 days after submission by the Board Member Xxxxxxxxxx of a written request for indemnification or advancement pursuant to Section 10(c)(ii) of Expenses this Agreement, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board of Directors or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that shall have been made by the Board of Directors or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 10(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless Company (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If a Change in Control shall not have occurred and the determination of entitlement whether Indemnitee is permitted to indemnification or advancement of Expenses be indemnified under applicable law is to be made by Independent Counsel, the Board Corporation shall give written notice to Indemnitee, within 10 days after receipt by the Corporation of Trustees Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected in accordance with Section 5.2(b)(iii). If a Change in Control shall select have occurred and the determination of whether Indemnitee is permitted to be indemnified under applicable law is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee (unless such a procedure is not permitted by applicable law), and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Corporation, within 10 days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. The ; provided, however, that if such a procedure is not permitted by applicable law, then Indemnitee shall have the right to request that such selection be made by the Board Member mayby a vote as set forth in Section 5.2(b)(i) or by a committee of the Board by a vote as set forth in Section 5.2(b)(ii), and the selection shall be made in such manner, in which event the Corporation shall give written notice to Indemnitee, within five 10 days after receipt of Indemnitee’s request for the Board or a committee of the Board to make such selection, specifying the identity and address of the Independent Counsel so selected; and provided, further, that if Indemnitee is permitted by applicable law to select the Independent Counsel but nevertheless shall request that such selection be made by the Board by a vote as set forth in Section 5.2(b)(i) or by a committee of the Board by a vote as set forth in Section 5.2(b)(ii), the selection shall be made in such manner, in which event the Corporation shall give written notice to Indemnitee, within 10 days after receipt of Indemnitee’s request for the Board or a committee of the Board to make such selection, specifying the identity and address of the Independent Counsel so selected. In any such event, (i) such notice to Indemnitee or the Corporation, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” as set forth in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Corporation, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Corporation or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to the selection of Independent Counsel pursuant to this Section 5.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence the definition of “Independent Counsel” as set forth in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trusteescompetent jurisdiction or, acting in conformity with applicable federal and Delaware lawif Indemnitee selects arbitration pursuant to Section 6.1, shall select another an arbitrator pursuant to such arbitration (such court or arbitrator being referred to herein as the “Court”) has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 5.1, no such Independent - 10 - Counsel shall have been selected without objectionand not objected to, then either the Board Corporation or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 5.2. The Fund Corporation shall pay any and all reasonable fees and Expenses charged or expenses reasonably incurred by such Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 5.2, and the Corporation shall pay all reasonable fees and Expenses expenses reasonably incurred incident to the procedures described in of this paragraphSection 5.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent CounselCounsel (defined below), the Board Independent Counsel shall be selected as provided in this Section 12(c). The Independent Counsel shall be selected by majority vote of Trustees shall select the Independent Counsela quorum of Disinterested Directors (defined below), and the Secretary of the Fund Company shall give written notice to the Board Member Watford advising the Board Member him of the identity of the Independent Counsel so selected. The Board Member Watford may, within five seven days after receipt of such the written notice, deliver to the Secretary of the Fund Company a written objection to such the selection. Such His objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth Independent Counsel as defined in Section 412(h) below, and the objection shall set forth with particularity the factual basis of such the assertion. Upon such objectionIf written objection is made, the Board of TrusteesIndependent Counsel so selected shall be disqualified. If, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen 20 days after submission by the Board Member Watford of a written request demand for indemnification or advancement pursuant to Section 12(a) of Expenses this Agreement, no such Independent Counsel shall have been selected, or if selected without objectionshall have been objected to, then in accordance with this Section 12(c), either the Board Company or the Board Member Watford may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution in the State of any objection that shall have been made to the selection of Independent Counsel and/or Texas for the appointment as Independent Counsel of a person selected by the that court or by such any other person as the that court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Company shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 12(c), regardless of the manner in which such the Independent Counsel was selected or appointed. The Company shall pay the reasonable fees and expenses of the Independent Counsel and shall indemnify fully the Independent Counsel against any and all expenses (including attorneys’ fees) claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected by the Independent CounselBoard, and the Secretary of the Fund Trust shall give written notice to the Board Member Trustee advising the Board Member Trustee of the identity of the Independent Counsel selected. The Board Member Trustee may, within five days after receipt of such written notice, deliver to the Secretary of the Fund Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in the definition of Independent Counsel in Section 41, and shall set forth with particularity the factual basis of such assertion. Upon receipt of such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission by the Board Member Trustee of a written request for indemnification or advancement of Expenses expenses no such Independent Counsel shall have been selected without objectionby the Board (whether or not an objection by the Trustee is the cause of the delay), then either the Board Trust or the Board Member Trustee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or in Delaware for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Trust shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected (a) by the Board by a majority vote of Trustees shall select the Independent Counsel, and the Secretary a quorum of the Fund Board consisting of Disinterested Directors, or (b) if a quorum of the Board consisting of Disinterested Directors is not obtainable, by a majority vote of a committee of the Board designated to select such Independent Counsel by a majority vote of all directors of the Corporation, consisting solely of two or more Disinterested Directors, or (c) if such quorum is not obtainable or such committee cannot be established, by a majority vote of all directors. The Corporation shall give written notice to Indemnitee, within 10 days after receipt by the Board Member advising the Board Member Corporation of Indemnitee's request for indemnification or advancement of Expenses, specifying the identity and address of the Independent Counsel selected. The Board Member so selected and (i) such notice to Indemnitee shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of "Independent Counsel" in Article I and that it agrees to serve in such capacity and (ii) Indemnitee may, within five seven days after receipt of such written noticenotice of selection shall have been given, deliver to the Secretary of the Fund Corporation a written objection to such selection. Such Any objection to selection of Independent Counsel pursuant to this Section 5.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of "Independent Counsel" in Section 4Article I hereof, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the "Court") has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the Corporation shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the Indemnitee, after which time the Indemnitee shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee's request for indemnification pursuant to Section 5.1 hereof or an advancement of Expenses pursuant to Section 4.3 hereof, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Corporation or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Indemnitee to the Corporation's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 5.2 hereof. The Fund Corporation shall pay any and all reasonable fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 5.2, and the Corporation shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 5.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent CounselCounsel pursuant to Section 7(b), the Board of Trustees shall select the Independent Counsel, and the Secretary of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selectedshall be selected as provided in this Section 7(c). The Board Member Independent Counsel shall be selected by the Board. Indemnitee may, within five 10 days after receipt of such written noticenotice of selection shall have been given, deliver to the Secretary of the Fund Company a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth in Section 4“Independent Counsel” as defined herein, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within fourteen 20 days after submission by the Board Member Indemnitee of a written request for indemnification or advancement of Expenses pursuant to Section 6(a) hereof, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Court of Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 7(b). The Fund Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 7(b), and the Company shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 7(c), regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If a Change in Control shall have occurred and Indemnitee elects that the determination of entitlement as to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select the Independent Counselbe selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member Corporation within 10 days advising the Board Member it of the identity of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Board, in which event the Corporation shall give written notice to the Indemnitee within five 10 days after receipt of Indemnitee’s request for indemnification advising Indemnitee of the identity of the Independent Counsel so selected). In either event, Indemnitee or the Corporation, as the case may be, within seven days after such written noticenotice of selection shall have been given, may deliver to the Secretary of Corporation or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to selection of Independent Counsel pursuant to this Section 5.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 4Article 1 hereof, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a Court has determined that such objection is without merit. In the event of Trustees, acting in conformity with applicable federal and Delaware law, shall select another a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If within fourteen If, without 30 days after submission by the Board Member Indemnitee of a written request for indemnification or advancement of Expenses pursuant to Section 5.1 hereof, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Corporation or the Board Member Indemnitee may petition the Chancery a Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 5.2 hereof. The Fund Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 5.2, and the Corporation shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 5.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.1(c) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If In the event the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent CounselCounsel pursuant to Section 7.1 hereof, the Board of Trustees Independent Counsel shall select be selected as provided in this Section 7.4. The Independent Counsel shall be selected by the Independent CounselIndemnitee (unless the Indemnitee shall request that such selection be made by the Board), and the Secretary of the Fund Indemnitee shall give written notice to the Board Member Company advising the Board Member it of the identity of the Independent Counsel so selected. The If the Independent Counsel is selected by the Board, the Board Member shall give written notice to the Indemnitee advising him or her of the identity of the Independent Counsel so selected. In either event, the Indemnitee or the Company, as the case may be, may, within five ten (10) days after receipt of such written notice, deliver to the Secretary of Company or the Fund Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that selection if the Independent Counsel so selected does not meet the requirement of independence requirements set forth in Section 4the definition of Independent Counsel. In such event, and the objection shall set forth with particularity the factual basis for such objection and the Person so selected shall not serve as Independent Counsel unless the objection is withdrawn or a court of competent jurisdiction has determined that such assertionobjection is without merit. Upon such objectionIf, within twenty (20) days of the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission election by the Board Member of a written request for indemnification or advancement of Expenses Indemnitee under Section 7.1, no such Independent Counsel shall have has been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that shall have been made to the a selection of Independent Counsel and/or or for the appointment as of Independent Counsel of a person selected by the court or by such other person as the court shall designatecourt, and the person such Person with respect to whom an objection is favorably all objections are so resolved or the person Person so appointed shall act as Independent CounselCounsel under Section 7.1. The Fund Company shall pay all reasonable fees and Expenses charged or incurred by of Independent Counsel in connection with his and agrees to fully indemnify and hold harmless such Independent Counsel against any and all Expenses and Losses arising out of or her determinations pursuant relating to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Fund's Directors shall select the Independent Counsel, and the Secretary of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selected. The Board Member may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of TrusteesFund's Directors, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If In the event the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent CounselCounsel pursuant to Section 7.1 hereof, the Board of Trustees Independent Counsel shall select be selected as provided in this Section 7.4. The Independent Counsel shall be selected by the Independent CounselIndemnitee (unless the Indemnitee shall request that such selection be made by the Board), and the Secretary of the Fund Indemnitee shall give written notice to the Board Member Company advising the Board Member it of the identity of the Independent Counsel so selected. The If the Independent Counsel is selected by the Board, the Board Member shall give written notice to the Indemnitee advising him or her of the identity of the Independent Counsel so selected. In either event, the Indemnitee or the Company, as the case may be, may, within five ten (10) days after receipt of such written notice, deliver to the Secretary of Company or the Fund Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that selection if the Independent Counsel so selected does not meet the requirement of independence requirements set forth in Section 4the definition of Independent Counsel. In such event, and the objection shall set forth with particularity the factual basis for such objection and the Person so selected shall not serve as Independent Counsel unless the objection is withdrawn, or a court of competent jurisdiction has determined that such assertionobjection is without merit. Upon such objectionIf, within twenty (20) days of the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission election by the Board Member of a written request for indemnification or advancement of Expenses Indemnitee under Section 7.1, no such Independent Counsel shall have has been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that shall have been made to the a selection of Independent Counsel and/or or for the appointment as of Independent Counsel of a person selected by the court or by such other person as the court shall designatecourt, and the person such Person with respect to whom an objection is favorably all objections are so resolved or the person Person so appointed shall act as Independent CounselCounsel under Section 7.1. The Fund Company shall pay all reasonable fees and Expenses charged or incurred by of Independent Counsel in connection with his and agrees to fully indemnify and hold harmless such Independent Counsel against any and all Expenses and Losses arising out of or her determinations pursuant relating to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected by the Independent CounselBoard, subject to the exception set forth in Section 4(d), and the Secretary of the Fund Trust shall give written notice to the Board Member Trustee advising the Board Member Trustee of the identity of the Independent Counsel selected. The Board Member Trustee may, within five business days after receipt of such written notice, deliver to the Secretary of the Fund Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 45, and shall set forth with particularity particularly the factual basis of such assertion. Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen ten business days after submission by the Board Member of a Trustee such written request for indemnification or advancement of Expenses objection no such Independent Counsel shall have been selected without objection, then either the Board Trust or the Board Member Trustee may petition the Chancery Superior Court of the State of Delaware California or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Trust shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedappointment.

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses is to event Indemnitee requests that the Determination be made by Independent CounselCounsel pursuant to Section 10(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 10(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection by made by the Board of Trustees Directors, in which event the Board of Directors shall select make such selection on behalf of CCO, subject to the Independent Counselremaining provisions of this Section 10(e)), and Indemnitee or CCO, as the Secretary of the Fund case may be, shall give written notice to the Board Member other, advising the Board Member CCO or Indemnitee of the identity of the Independent Counsel so selected. The Board Member CCO or Indemnitee, as the case may be, may, within five ten (10) days after receipt of such written noticenotice of selection shall have been received, deliver to Indemnitee or the Secretary of Company, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 4this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen twenty (20) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 10(c)(ii) of Expenses this Agreement, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board CCO or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by CCO or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 10(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless be borne by CCO (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If The Independent Counsel shall be selected by the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees shall select the Independent CounselCompany, and the Secretary of the Fund Company shall give written notice to the Board Member Indemnitee advising the Board Member Indemnitee of the identity of the Independent Counsel so selected. The Board Member Indemnitee may, within five (5) days after receipt of such written noticenotice of selection shall have been received, deliver to the Secretary of the Fund Company a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 413 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen ten (10) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 7(c)(ii) of Expenses this Agreement and after a request for the appointment of Independent Counsel has been made, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 7(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 7(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel or in connection with his or her determinations pursuant to this Agreement, and the appointment of Independent Counsel shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless Company (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee's entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses is to event Indemnitee requests that the Determination be made by Independent CounselCounsel pursuant to Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Trustees Directors, in which event the Board of Directors shall select make such selection on behalf of the Independent CounselNexeo Companies, subject to the remaining provisions of this Section 9(e)), and Indemnitee or the Secretary of Nexeo Companies, as the Fund case may be, shall give written notice to the Board Member other, advising the Board Member Nexeo Companies or Indemnitee of the identity of the Independent Counsel so selected. The Board Member Nexeo Companies or Indemnitee, as the case may be, may, within five (5) days after receipt of such written noticenotice of selection shall have been received, deliver to Indemnitee or the Secretary of Company, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 415 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen ten (10) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 9(c)(ii) of Expenses this Agreement and after a request for the appointment of Independent Counsel has been made, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Nexeo Companies or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by the Nexeo Companies or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 9(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel or in connection with his or her determinations pursuant to this Agreement, and the appointment of Independent Counsel shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless Nexeo Companies (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees the Board, and the Company shall select give written notice to Indemnitee, within 10 days after receipt by the Company of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Company shall give written notice to Indemnitee within five 10 days after receipt of Indemnitee’s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to the selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the “Court”) has determined that such objection is without merit or such objection is withdrawn. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 4.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 4.2. The Fund Company shall pay any and all reasonable fees of, and Expenses charged or expenses reasonably incurred by by, such Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 4.2, and the Company shall pay all reasonable fees and Expenses expenses reasonably incurred incident to the procedures described in of this paragraphSection 4.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of PIONEER NATURAL RESOURCES COMPANY INDEMNIFICATION AGREEMENT any judicial proceeding or arbitration pursuant to Section 5.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees the Board, and the Company shall select give written notice to Indemnitee, within 10 days after receipt by the Company of Indemnitee's request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee's request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors, in which event the Company shall give written notice to Indemnitee, within five 10 days after receipt of Indemnitee's request for the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of "Independent Counsel" in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to selection of Independent Counsel pursuant to this Section 5.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of "Independent Counsel" in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until the Court has determined that such objection is without merit. In the event of Trustees, acting in conformity with applicable federal and Delaware law, shall select another a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Ixxxxxxxxx's request for indemnification or advancement of Expenses pursuant to Section 5.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 5.2. The Fund Company shall pay any and all reasonable fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 5.2, and the Company shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 5.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses event that the Determination is to be made by Independent CounselCounsel pursuant to Section 10(d) of this Agreement, the Board of Trustees Independent Counsel shall be selected as provided in this Section 10(e). The Independent Counsel shall be selected by the Disinterested Directors (unless there are no Disinterested Directors, in which case Indemnitee shall select the Independent CounselCounsel in the Indemnitee’s sole discretion), and the Secretary Board of Directors or the Fund Indemnitee, as the case may be, shall give written notice to the Board Member other, advising the Board Member of Directors or Indemnitee, as the case may be, of the identity of the Independent Counsel so selected. The Board Member of Directors or the Indemnitee, as the case may be, may, within five ten (10) days after receipt of such written noticenotice of selection shall have been received, deliver to the Secretary Indemnitee or the Board of Directors, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth in Section 4, “Independent Counsel” and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen twenty (20) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 10(c)(ii) of Expenses this Agreement, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board of Directors or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that shall have been made by the Board of Directors or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 10(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless Companies (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Trustees Directors or (b) if there are no Disinterested Directors, by a majority vote of the Board of Directors, and the Corporation shall select give written notice to Indemnitee, within ten (10) days after receipt by the Corporation of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Corporation, within ten (10) days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The so selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board Member mayof Directors, in which event the Corporation shall give written notice to Indemnitee within five ten (10) days after receipt of Indemnitee’s request for the Board of Directors or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Corporation, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Corporation, as the case may be, may, within seven (7) days after such written noticenotice of selection shall have been given, deliver to the Secretary of Corporation or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.of

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board Independent Counsel shall be selected (i) by a majority vote of Trustees shall select the Independent Counsel, and the Secretary a quorum of the Fund Board consisting of directors not, at the time, parties to the Proceeding, (ii) if such a quorum cannot be obtained, by a majority vote of a committee of the Board consisting solely of one or more directors not, at the time, parties to such Proceeding and who were duly designated to act in the matter by a majority vote of the full Board (including directors who are parties), or (iii) if such a quorum cannot be obtained and such a committee cannot be formed, by a majority vote of the full Board (including directors who are parties). The Corporation shall give written notice to the Board Member Indemnitee advising the Board Member Indemnitee of the identity of the Independent Counsel selected. The Board Member Indemnitee may, within five (5) days after receipt of such written notice, deliver to the Secretary of the Fund Corporation a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement definition of independence set forth in Section 47, and shall set forth with particularity the factual basis of such assertion. Upon such objection, The Board shall determine the Board merits of Trustees, acting in conformity with applicable federal the objection and Delaware law, shall select another Independent CounselCounsel if it deems appropriate. If within fourteen (14) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board Corporation or the Board Member Indemnitee may petition the Chancery Circuit Court of the State of Delaware Baltimore City, Maryland or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Corporation shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraphSection 5(b), regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If the determination a Standard of entitlement to indemnification or advancement of Expenses Conduct Determination is to be made by Independent CounselCounsel pursuant to Section 5(b), the Board of Trustees shall select the party who selected such Independent Counsel, and the Secretary of the Fund Counsel shall give written notice to the Board Member other party advising the Board Member such party of the identity of the Independent Counsel selected. The Board Member In either case, the Company or the Indemnitee, as applicable, may, within five (5) business days after receipt receiving written notice of such written noticeselection from the other, deliver to the Secretary of the Fund other a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet satisfy the requirement of independence criteria set forth in the definition of “Independent Counsel” in Section 41, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person or firm so selected shall select another act as Independent Counsel. If within fourteen days after submission by such written objection is timely made and substantiated, (i) the Board Member Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such party of a written request for indemnification or advancement the selection, in which case the provisions of Expenses the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no such Independent Counsel shall have been selected without objectionwithin thirty (30) calendar days after the party who makes the selection sends the initial notice of selection, then either the Board or party who did not make the Board Member selection may petition the Chancery Court courts of the State of Delaware or any other court of competent jurisdiction North Carolina in accordance with Section 16(b) for resolution of any objection that which shall have been made by such party to the other party’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected by the court Court or by such other person as the court Court shall designate. In all events, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Company shall pay all of the reasonable fees and Expenses charged or incurred by expenses of the Independent Counsel incurred in connection with his or her determinations making a Standard of Conduct Determination pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If a Change of Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees the Board, and the Company shall select give written notice to Indemnitee, within 10 days after receipt by the Company of Indemnitee's request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Change of Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee's request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors, in which event the Company shall give written notice to Indemnitee, within five 10 days after receipt of Indemnitee's request for the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of "Independent Counsel" in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to selection of Independent Counsel pursuant to this Section 5.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of "Independent Counsel" in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until the Court has determined that such objection is without merit. In the event of Trustees, acting in conformity with applicable federal and Delaware law, shall select another a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent 8 Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee's request for indemnification or advancement of Expenses pursuant to Section 5.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 5.2. The Fund Company shall pay any and all reasonable fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 5.2, and the Company shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 5.3, regardless of the manner in which such Independent Counsel was selected or appointed.. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.1, Independent Counsel shall be discharged and relieved of any further

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent CounselCounsel pursuant to Section 7(b) hereof, the Independent Counsel shall be selected as provided in this Section 7(c). The Independent Counsel shall be selected by the Board of Trustees shall select the Independent CounselDirectors, and the Secretary of the Fund Company shall give written notice to the Board Member Indemnitee advising the Board Member Indemnitee of the identity of the Independent Counsel selected. The Board Member Indemnitee may, within five days after receipt of such written notice, deliver to the Secretary of the Fund Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 412 of this Agreement, and shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is made and substantiated, and has not been withdrawn, another Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel selected. The Indemnitee may, within fourteen five days after receipt of such written notice, deliver to the Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 12 of this Agreement, and shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If within forty-five (45) days (which period shall be extended by another forty-five (45) days if the Indemnitee objects to the first Independent Counsel selected by the Board as provided in the previous paragraph) after submission by the Board Member Indemnitee of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been finally selected without objectionas provided in the previous paragraph, then then, unless otherwise agreed to in writing by the Company and the Indemnitee, either the Board Company or the Board Member Indemnitee may petition the Chancery Delaware Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Company shall pay all reasonable fees and Expenses charged or incurred by the Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses of the Indemnitee incurred incident to the procedures described in this paragraphSection 7(c), regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses is to event Indemnitee requests that the Determination be made by Independent CounselCounsel pursuant to Section 10(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 10(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection by made by the Board of Trustees Directors of CCO (the “Board of Directors”), in which event the Board of Directors shall select make such selection on behalf of CCO, subject to the Independent Counselremaining provisions of this Section 10(e)), and Indemnitee or CCO, as the Secretary of the Fund case may be, shall give written notice to the Board Member other, advising the Board Member CCO or Indemnitee of the identity of the Independent Counsel so selected. The Board Member CCO or Indemnitee, as the case may be, may, within five ten (10) days after receipt of such written noticenotice of selection shall have been received, deliver to Indemnitee or CCO, as the Secretary of the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 4this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen twenty (20) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 10(c)(ii) of Expenses this Agreement, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board CCO or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by CCO or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 10(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless be borne by CCO (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees the Board, and the Company shall select give written notice to Indemnitee, within 10 days after receipt by the Company of Indemnitee's request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee's request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Company shall give written notice to Indemnitee within five 10 days after receipt of Indemnitee's request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of "Independent Counsel" in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of "Independent Counsel" in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the "Court") has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee's s request for indemnification or advancement of Expenses pursuant to Section 4.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 4.2. The Fund Company shall pay any and all reasonable fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 4.2, and the Company shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 4.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees Independent Counsel shall select be selected by the Independent CounselBoard, and the Secretary of the Fund Corporation shall give written notice to the Board Member Director advising the Board Member Director of the identity of the Independent Counsel selected. The Board Member Director may, within five days after receipt of such written notice, deliver to the Secretary of the Fund Corporation a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in the definition of Independent Counsel in Section 41, and shall set forth with particularity the factual basis of such assertion. Upon receipt of such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission by the Board Member Director of a written request for indemnification or advancement of Expenses expenses no such Independent Counsel shall have been selected without objectionby the Board (whether or not an objection by the Director is the cause of the delay), then either the Board Corporation or the Board Member Director may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or in Maryland for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Corporation shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If In the event the determination of entitlement to indemnification or advancement of Expenses is to be made by an Independent CounselCounsel pursuant to Section 4(a), the Board Independent Counsel shall be selected as follows. If a Change of Trustees shall select Control has not occurred, the Independent CounselCounsel shall be selected by the Board, and the Secretary of the Fund Company shall give written notice to the Board Member advising the Board Member Indemnitee of the identity of the Independent Counsel selected. The Board Member If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to the Company of the identity of the Independent Counsel selected. In either event, Indemnitee or the Company, as the case may be, may, within five ten days after receipt written notice of such written noticethe selection is given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to the selection; provided, however, that such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth in Section 4an Independent Counsel, and the objection shall set forth with particularity the factual basis of such assertion. Upon such objectionIf a written objection is made and substantiated, the Board of TrusteesIndependent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen twenty days after submission by the Board Member Indemnitee of a written request for indemnification or advancement of Expenses pursuant to Section 2(a), no such Independent Counsel shall have has been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Court of Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have which has been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as of an Independent Counsel of a person selected by the court or by such other person as the court shall designatecourt, and the person with respect to whom an objection is favorably all objections are so resolved or appointed by the person so appointed court shall act as Independent CounselCounsel under Section 4(b). The Fund Company shall pay all reasonable fees and Expenses charged or expenses incurred by the Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 4(a), and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 4(b), regardless of the manner in which such the Independent Counsel was selected or appointed.

Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees shall promptly select the Independent Counsel, and the Secretary of the Fund Trust shall give written notice to the Board Member Trustee advising the Board Member Trustee of the identity of the Independent Counsel selected. The Board Member Trustee may, within five business days after receipt of such written notice, deliver to the Secretary of the Fund Trust a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement definition of independence Independent Counsel set forth in Section 46, and shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen ten business days after submission by the Board Member Trustee of a such written request for indemnification or advancement of Expenses objection no such Independent Counsel shall have been selected without objection, then either the Board Trust or the Board Member Trustee may petition the Chancery Superior Court of the State of Delaware California or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund Trust shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If In the determination of entitlement to indemnification or advancement of Expenses is to event Indemnitee requests that the Determination be made by Independent CounselCounsel pursuant to Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Trustees Directors, in which event the Board of Directors shall select make such selection on behalf of the Independent CounselPQ Companies, subject to the remaining provisions of this Section 9(e)), and Indemnitee or the Secretary of PQ Companies, as the Fund case may be, shall give written notice to the Board Member other, advising the Board Member PQ Companies or Indemnitee of the identity of the Independent Counsel so selected. The Board Member PQ Companies or Indemnitee, as the case may be, may, within five (5) days after receipt of such written noticenotice of selection shall have been received, deliver to Indemnitee or the Secretary of PQ Companies, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 415 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, person so selected shall select another act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within fourteen ten (10) days after submission by the Board Member Indemnitee of a written request for indemnification or advancement pursuant to Section 9(c)(ii) of Expenses this Agreement and after a request for the appointment of Independent Counsel has been made, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board PQ Companies or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that which shall have been made by the PQ Companies or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent CounselCounsel under Section 9(d) of this Agreement. The Fund Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall pay all reasonable fees be discharged and Expenses charged or relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by Independent Counsel or in connection with his or her determinations pursuant to this Agreement, and the appointment of Independent Counsel shall pay all reasonable fees and Expenses incident to be borne by the procedures described in this paragraph, regardless PQ Companies (irrespective of the manner in which such Independent Counsel was selected or appointedDetermination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees the Board, and the Company shall select give written notice to Indemnitee, within 10 days after receipt by the Company of Indemnitee's request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee's s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Company shall give written notice to Indemnitee within five 10 days after receipt of Indemnitee's s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of "Independent Counsel" in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of "Independent Counsel" in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the "Court") has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee's s request for indemnification or advancement of Expenses pursuant to Section 4.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the 9 other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 4.2. The Fund Company shall pay any and all reasonable fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 4.2, and the Company shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 4.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Independent Counsel. (b) If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees shall select the Independent Counsel, and the Secretary of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selectedwill be selected as provided in this Section 6(b). The Board Member Independent Counsel will be selected by the Board. Indemnitee may, within five 10 days after receipt of such written noticenotice of selection will have been given, deliver to the Secretary of Company, as the Fund case may be, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth “Independent Counsel” as defined in Section 413 of this Agreement, and shall the objection will set forth with particularity the factual basis of such assertion. Upon such Absent a proper and timely objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within fourteen 20 days after submission by the Board Member Indemnitee of a written request for indemnification or advancement of Expenses pursuant to Section 6(a) above, no such Independent Counsel shall will have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other a court of competent jurisdiction for resolution of any objection that shall which will have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall will designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall will act as Independent Counsel. The Fund shall Company will pay any and all reasonable fees and expenses of Independent Counsel incurred in connection with Independent Counsel acting in that capacity, and the Company will pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses expenses incident to the procedures described in of this paragraphSection 6(b), regardless of the manner in which such Independent Counsel was selected or appointed.

Independent Counsel. If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of Trustees the Board, and the Company shall select give written notice to Indemnitee, within 10 days after receipt by the Company of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and the Secretary of the Fund Indemnitee shall give written notice to the Board Member advising the Board Member Company, within 10 days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel selected. The Board Member mayso selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Company shall give written notice to Indemnitee within five 10 days after receipt of Indemnitee’s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written noticenotice of selection shall have been given, deliver to the Secretary of Company or to Indemnitee, as the Fund case may be, a written objection to such selection. Such Any objection to the selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement requirements of independence set forth the definition of “Independent Counsel” in Section 4Article I, and the objection shall set forth with particularity the factual basis of such assertion. Upon If such objectionwritten objection is timely made, the Board Independent Counsel so selected may not serve as Independent Counsel unless and until a court of Trustees, acting in conformity with applicable federal and Delaware law, shall select another competent jurisdiction (the “Court”) has determined that such objection is without merit or such objection is withdrawn. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If If, within fourteen 30 days after submission by the Board Member of a written Indemnitee’s request for indemnification or advancement of Expenses pursuant to Section 4.1, no such Independent Counsel shall have been selected without objectionand not objected to, then either the Board Company or the Board Member Indemnitee may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom an objection is favorably so resolved or the person so appointed shall act as Independent CounselCounsel under Section 4.2. The Fund Company shall pay any and all reasonable fees of, and Expenses charged or expenses reasonably incurred by by, such Independent Counsel in connection with his or her determinations acting pursuant to this AgreementSection 4.2, and the Company shall pay all reasonable fees and Expenses expenses reasonably incurred incident to the procedures described in of this paragraphSection 4.3, regardless of the manner in which such Independent Counsel was EXHIBIT 10.1 PIONEER NATURAL RESOURCES COMPANY INDEMNIFICATION AGREEMENT selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).