Common use of Presumptions and Effect of Certain Proceedings Clause in Contracts

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors Directors, or such other person or persons as are empowered to make the determination as provided in pursuant to Section 9 7, that the Indemnitee has made such request for indemnificationdetermination. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar 45 days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification indemnification, except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company Corporation (or other officer designated by the Board of Directors) shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors Directors, or such other person or persons empowered to make the determination as provided in Section 9 6, that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company Corporation shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed fail to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company Corporation of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 2 or 5 3 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the that Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and and, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company Corporation shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company Corporation shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company Corporation of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee's conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination Except as otherwise expressly provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnificationherein, the Indemnitee shall be presumed to be entitled to indemnification hereunder upon submission of a request for indemnification together with the Supporting Documentation in accordance with Subparagraph 3.2.1, and thereafter the Company shall have the burden of proof to overcome that presumption in making reaching a contrary determination. In any determination contrary to such presumption. If event, if the person or persons so empowered under Paragraph 3.2 to make such determination shall have failed to make the requested determination with respect determine entitlement to indemnification have not been appointed or have not made a determination within 60 calendar days after receipt by the Secretary Company of the Company of such requestrequest therefor together with the Supporting Documentation, a requisite determination of entitlement to indemnification the Indemnitee shall be deemed to have been made be entitled to indemnification, and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud indemnification unless the Company establishes as provided in the final sentence of Paragraph 3.4.2 or by written opinion of Independent Counsel that: (a) the Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnificationindemnification or in the Supporting Documentation; or (b) such indemnification is prohibited by law. The termination of any Proceeding described in Sections 4 Paragraph 2, or 5 of any claim, issue, or matter therein, by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the CompanyCompany or, and with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar 45 days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company Corporation shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors Directors, or such other person or persons as are empowered to make the determination as provided in pursuant to Section 9 7, that the Indemnitee has made such request for indemnificationdetermination. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company Corporation shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar 45 days after receipt by the Secretary of the Company Corporation of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification indemnification, except as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) The Secretary submission of the Application for Indemnification to the Board shall create a rebuttable presumption that the Director is entitled to indemnification under this Agreement, and the Board, Independent Counsel, or stockholders, as the case may be, may, at any time, specifically determine that the Director is so entitled, unless it or they possess sufficient evidence to rebut the presumption that Director has met the applicable standard of conduct. If a determination shall have been made pursuant to this Agreement that Director is entitled to indemnification, the Company shallshall be bound by such determination in any judicial proceeding commenced pursuant to Section 12, promptly upon receipt absent (i) a misstatement by Director of a material fact, or an omission of a material fact necessary to make Director’s statement not materially misleading, in connection with the Indemnitee’s written request for indemnification, advise in writing or (ii) a prohibition of such indemnification under applicable law. Neither the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Director has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Director has not met such requestapplicable standard of conduct, a requisite determination of entitlement to indemnification shall be deemed a defense to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 action or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that Director has not met the Indemnitee did applicable standard of conduct. Moreover, the fact that the Company has paid the Director’s Expenses pursuant to Section 9 herein shall not act in good faith and in create a manner presumption that Director has met the Indemnitee reasonably believed to be in or not opposed to the best interests applicable standard of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinfor indemnification.

Presumptions and Effect of Certain Proceedings. (a) The Secretary submission of the Application for Indemnification to the Board shall create a rebuttable presumption that the Director is entitled to indemnification under this Agreement, and the Board, Independent Counsel, or stockholders, as the case may be, may, at any time, specifically determine that the Director is so entitled, unless it or they possess sufficient evidence to rebut the presumption that Director has met the applicable standard of conduct. If a determination shall have been made pursuant to this Agreement that Director is entitled to indemnification, the Company shallshall be bound by such determination in any judicial proceeding commenced pursuant to Section 12, promptly upon receipt absent (i) a misstatement by Director of a material fact, or an omission of a material fact necessary to make Director's statement not materially misleading, in connection with the Indemnitee’s written request for indemnification, advise in writing or (ii) a prohibition of such indemnification under applicable law. Neither the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Director has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Director has not met such requestapplicable standard of conduct, a requisite determination of entitlement to indemnification shall be deemed a defense to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 action or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that Director has not met the Indemnitee did applicable standard of conduct. Moreover, the fact that the Company has paid the Director’s Expenses pursuant to Section 9 herein shall not act in good faith and in create a manner presumption that Director has met the Indemnitee reasonably believed to be in or not opposed to the best interests applicable standard of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinfor indemnification.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company Corporation (or other officer designated by the Board of Directors) shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors Directors, or such other person or persons empowered to make the determination as provided in Section 9 6, that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company Corporation shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed fail to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company Corporation of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 2 or 5 3 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the that Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and and, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 6 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar 45 days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections 4 Section 2 or 5 3 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Companycompany, and and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company Indemnitors shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the its Board of Directors and the Boards of Directors of the other Indemnitors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company Indemnitors shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company Indemnitors of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or Section 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or --------------- its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the CompanyIndemnitors, and and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the An Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee seeking indemnification shall be presumed to be entitled to indemnification hereunder upon submission of a written request, and thereafter the Company Corporation shall have the burden of proof to overcome that presumption in making reaching a contrary determination. In any event, if the Corporation shall not have made a determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar thirty (30) days after receipt by of a written request therefor, the Secretary of the Company of such request, a requisite determination of entitlement to Indemnitee seeking indemnification shall be deemed to have been made be, and shall be, entitled to indemnification unless (a) the Indemnitee shall be absolutely entitled intentionally misrepresented or failed to such indemnification, absent actual fraud disclose a material fact in the written request for indemnificationindemnification or (b) such indemnification is prohibited by the DGCL. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) itself, create a presumption that the Indemnitee (i) did not act in good faith and in a manner which the Indemnitee reasonably believed to be in in, or at least not opposed to to, the best interests of the Company, and Corporation or (ii) with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe his or her that such conduct was unlawful unlawful. Furthermore, the knowledge or (b) otherwise adversely affect the rights actions or failure to act of any other director, officer, employee or agent of the Corporation or other enterprise, as applicable, shall not be imputed to the Indemnitee for purposes of determining the Indemnitee’s entitlement to indemnification except as may be provided herein.under this Article V.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination Except as otherwise expressly provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnificationthis Agreement, the Indemnitee Director shall be presumed to be entitled to indemnification hereunder under this Agreement upon submission of a written request for indemnification together with the Supporting Documentation in accordance with Section 2(b) hereof, and thereafter the Company Corporation shall have the burden of proof to overcome such presumption in making reaching a contrary determination. In any event, if a determination contrary to such presumption. If of the person or persons so empowered to make such determination shall have failed to make the requested determination with respect Director’s entitlement to indemnification shall not have been made within 60 calendar sixty (60) days after receipt by the Secretary Corporation of the Company of such requestDirector’s written request therefor together with the Supporting Documentation, a requisite determination of entitlement to indemnification the Director shall be deemed to have been made be entitled to indemnification and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud indemnification unless (A) the Director misrepresented or failed to disclose a material fact in making the request for indemnificationindemnification or (B) such indemnification is prohibited by applicable law as then in effect. The termination of any Proceeding described in Sections 4 action, suit or 5 proceeding by judgment, order, settlement, or conviction, conviction or upon a plea of nolo contendere or its equivalent, equivalent shall not, of itself (a) itself, adversely affect the right of the Director to indemnification or create a presumption that the Indemnitee Director did not act in good faith and in a manner which the Indemnitee Director reasonably believed to be in or not opposed to the best interests of the CompanyCorporation or, and with respect to any criminal Proceedingaction or proceeding, that the Director had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors Directors, or such other person or persons as are empowered to make the determination as provided in pursuant to Section 9 7, that the Indemnitee has made such request for indemnificationdetermination. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar 45 days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification indemnification, except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the An Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee seeking indemnification shall be presumed to be entitled to indemnification hereunder upon submission of a written request, and thereafter the Company Corporation shall have the burden of proof to overcome that presumption in making reaching a contrary determination. In any event, if the Corporation shall not have made a determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar thirty (30) days after receipt by of a written request therefor, the Secretary of the Company of such request, a requisite determination of entitlement to Indemnitee seeking indemnification shall be deemed to have been made be, and shall be, entitled to indemnification unless (i) the Indemnitee shall be absolutely entitled intentionally misrepresented or failed to such indemnification, absent actual fraud disclose a material fact in the written request for indemnificationindemnification or (ii) such indemnification is prohibited by the DGCL. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) itself, create a presumption that the Indemnitee (a) did not act in good faith and in a manner which the Indemnitee reasonably believed to be in in, or at least not opposed to to, the best interests of the Company, and Corporation or (b) with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe his or her that such conduct was unlawful unlawful. Furthermore, the knowledge or (b) otherwise adversely affect the rights actions or failure to act of any other director, officer, employee or agent of the Corporation or other enterprise, as applicable, shall not be imputed to the Indemnitee for purposes of determining the Indemnitee’s entitlement to indemnification except as may be provided hereinunder this ARTICLE EIGHT.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination Except as otherwise expressly provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnificationthis Article 4, if a Change in Control shall have occurred, the Potential Indemnitee shall be presumed to be entitled to indemnification hereunder under this Article 4 (with respect to actions or omissions occurring prior to such Change in Control) upon submission of a request for indemnification together with the Supporting Documentation in accordance with Section 4.5(a)(i) of this Article 4, and thereafter the Company Corporation shall have the burden of proof to overcome that presumption in making reaching a contrary determination. In any determination contrary to such presumption. If event, if the person or persons so empowered under Section 4.5(a) of this Article 4 to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of determine entitlement to indemnification shall not have been appointed or shall not have made a determination within 60 days after the later of (x) the receipt by the Corporation of the written request for indemnification together with the Supporting Documentation and (y) final disposition of the Proceeding in respect of which indemnification is sought, the Potential Indemnitee shall be deemed to have been made be, and the Indemnitee shall be absolutely be, entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 Proceeding, or 5 of any claim, issue or matter therein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) itself, adversely affect the right of the Potential Indemnitee to indemnification or create a presumption that the Potential Indemnitee did not act in good faith and in a manner which the Potential Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation or, and with respect to any criminal Proceeding, that the Potential Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee's conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement, and the Company shall, promptly upon receipt of to the Indemnitee’s written request for indemnificationfullest extent not prohibited by law, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such overcome that presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 of any claim, issue or matter therein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, not (except as otherwise expressly provided in this Agreement) of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he or she reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, and with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (biv) otherwise adversely affect information or records given or reports made to the rights Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 00 shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to Indemnitee for purposes of determining the right to indemnification except as may be provided hereinunder this Agreement.

Presumptions and Effect of Certain Proceedings. The Secretary of a. In making a determination with respect to entitlement to indemnification hereunder, the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon or entity making such request for indemnification, the determination shall presume that Indemnitee shall be presumed to be is entitled to indemnification hereunder under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to such that presumption. If Neither the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary failure of the Company (including its board of directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor the fact that the Company (including its board of directors, independent legal counsel or stockholders) has determined that Indemnitee has not met such requestapplicable standard of conduct, a requisite determination of entitlement to indemnification shall be deemed a defense to have been made and the action or create a presumption that Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in has not met the request for indemnificationapplicable standard of conduct. The termination of any Proceeding described in Sections 4 action, suit or 5 proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) itself, create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 above that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof by clear and convincing evidence in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 above by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar 30 days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself, (a) create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe his or her that the Indemnitee's conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar sixty (60) days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation, or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (ai) create a presumption that the Indemnitee did not act acted in good bad faith and in a manner the Indemnitee which he or she reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (bii) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company Indemnitor shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors of the Indemnitor or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company Indemnitor shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company Indemnitor of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written Upon making a request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee Officer shall be presumed to be entitled to indemnification hereunder under this Agreement and the Company shall have the burden of proof to overcome that presumption in making reaching any determination contrary to such presumptiondetermination. If the person or persons so empowered to make such the determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event which could enable the Company of such requestto determine Officer's entitlement to indemnification, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee Officer shall be absolutely entitled to such indemnificationindemnification under this Agreement, absent actual fraud (i) misrepresentation by Officer of a material fact in the request for indemnificationindemnification or (ii) a specific finding that all or any part of such indemnification is expressly prohibited by law. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, not of itself (a) create adversely affect the rights of Officer to indemnification except as may be provided herein, (b) credit a presumption that the Indemnitee Officer did not act in good faith and in a manner the Indemnitee which [he] reasonably believed to be in or not opposed to the best interests of the Company, and or (c) with respect to any criminal Proceedingaction or proceeding, create a presumption that Officer had reasonable cause to believe his or her that [his] conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary General Counsel of the Company FHLBank or other officer designated by FHLBank’s Board of Directors, shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the FHLBank’s Board of Directors in writing, or such other person or persons empowered to make the determination as provided in Section 9 6 of this Agreement, that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder hereunder, and the Company FHLBank shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed fail to make the requested determination with respect to indemnification within 60 calendar 30 days after receipt by the Secretary of the Company FHLBank of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 2 or 5 3 of this Agreement by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyFHLBank and, and with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be expressly provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written (a) Upon making a request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination except as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnificationrequired by applicable law, the Indemnitee shall be presumed to be entitled to indemnification hereunder under this Agreement and the Company shall have the burden of proof to overcome that presumption in making reaching any contrary determination. Neither the failure of any person, persons or entity to have made a determination contrary prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any person, persons or entity that Indemnitee has not met such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary applicable standard of the Company of such requestconduct, a requisite determination of entitlement to indemnification shall be deemed a defense to have been made and the action or create a presumption that Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in has not met the request for indemnificationapplicable standard of conduct. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, equivalent shall not, not of itself (aexcept as otherwise expressly provided in this Agreement) adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, and with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination Except as otherwise expressly provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnificationherein, the Indemnitee shall be presumed to be entitled to indemnification hereunder upon submission of a request for indemnification together with the Supporting Documentation in accordance with Subparagraph 3.2.1, and thereafter the Company shall have the burden of proof to overcome that presumption in making reaching a contrary determination. In any determination contrary to such presumption. If event, if the person or persons so empowered under Paragraph 3.2 to make such determination shall have failed to make the requested determination with respect determine entitlement to indemnification have not been appointed or have not made a determination within 60 sixty (60) calendar days after receipt by the Secretary Company of the Company of such requestrequest therefor together with the Supporting Documentation, a requisite determination of entitlement to indemnification the Indemnitee shall be deemed to have been made be entitled to indemnification, and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud indemnification unless the Company establishes as provided in the final sentence of Paragraph 3.4.2 or by written opinion of Independent Counsel that: (a) the Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnificationindemnification or in the Supporting Documentation; or (b) such indemnification is prohibited by law. The termination of any Proceeding described in Sections 4 Paragraph 2, or 5 of any claim, issue, or matter therein, by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the CompanyCompany or, and with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. (a) Upon making such a written request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder hereunder, and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the The person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made shall, within 45 days in the case of indemnification and within 20 days in the case of an Advance after receipt by the Company of the Indemnitee’s written request for indemnification or an advance, specifically determine that the Indemnitee shall be absolutely entitled is so entitled, unless it or they make a determination that (i) sufficient evidence exists to such indemnificationrebut the presumption that the Indemnitee has met the applicable standard of conduct set forth in Section 3, absent actual fraud in 4 or 5 hereof and it is determined that the Indemnitee did not meet the applicable standard of conduct or (ii) that the request for relates to one of the matters with respect to which Section 8 of this Agreement prohibits indemnification. The termination of any Proceeding described in Sections Section 3, 4 or 5 by judgment, order, settlement, or settlement conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) itself, create a presumption that the Indemnitee did not act meet the applicable standard of conduct set forth in good faith and in a manner the Indemnitee reasonably believed to be in Section 3, 4 or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his 5 or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or Section 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar 30 days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself, (a) create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe his or her that the Indemnitee’s conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumptionpresumption by clear and convincing evidence. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination of entitlement to indemnification as provided in Section 9 7 above that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request30-day period prescribed in Section 7 above, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 Section 3 above by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) itself, create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed Indemnitee’s conduct relevant to the best interests Proceeding constituted willful misconduct or a knowing violation of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinlaw.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination Except as otherwise expressly provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnificationherein, the Indemnitee shall be presumed to be entitled to indemnification hereunder upon submission of a request for indemnification together with the Supporting Documentation in accordance with Subparagraph 3.2.1, and thereafter the Company shall have the burden of proof to overcome that presumption in making reaching a contrary determination. In any determination contrary to such presumption. If event, if the person or persons so empowered under Paragraph 3.2 to make such determination shall have failed to make the requested determination with respect determine entitlement to indemnification have not been appointed or have not made a determination within 60 sixty (60) calendar days after receipt by the Secretary Company of the Company of such requestrequest therefor together with the Supporting Documentation, a requisite determination of entitlement to indemnification the Indemnitee shall be deemed to have been made be entitled to indemnification, and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud indemnification unless the Company establishes as provided in the final sentence of Paragraph 3.4.2 or by written opinion of Independent Counsel that: (a) the Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnificationindemnification or in the Supporting Documentation; or (b) such indemnification is prohibited by law. The termination of any Proceeding described in Sections 4 Paragraph 2, or 5 of any claim, issue, or matter therein, by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the CompanyCompany or, and with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shallIn making a determination with respect to entitlement to indemnification hereunder, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee it shall be presumed to be that Indemnitee is entitled to indemnification hereunder under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 7(a), and the Company Determining Body shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to such that presumption. If Neither (i) the person or persons so empowered failure of the Determining Body to make such have made a determination shall have failed prior to make the requested commencement of any action by Indemnitee to enforce this Agreement that indemnification is proper in the circumstances because Indemnitee has met the Standard of Conduct, nor (ii) an actual determination with respect to indemnification within 60 calendar days after receipt by the Secretary Determining Body that Indemnitee has not met the Standard of the Company of such requestConduct, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled a defense to such indemnification, absent actual fraud in action or create a presumption that Indemnitee has not met the request for indemnificationStandard of Conduct. The termination of any Proceeding described in Sections 4 or 5 of any Claim therein by judgment, order, settlement, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not, not (except as otherwise expressly provided in this Agreement) of itself (a) adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner satisfy the Indemnitee reasonably believed Standard of Conduct. The knowledge and/or actions, or failure to be in act, of any director, officer, agent or not opposed to the best interests employee of any member of the Company, and with respect Group shall not be imputed to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect Indemnitee for purposes of determining the rights of the Indemnitee right to indemnification except as may be provided hereinunder this Agreement.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors Directors, or such other person or persons empowered to make the determination as provided in Section 9 9, that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination Except as otherwise expressly provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnificationthis Agreement, the Indemnitee shall be presumed to be entitled to indemnification hereunder under this Agreement upon submission of a request for indemnification together with the Supporting Documentation in accordance with Section 3(b)(i), and thereafter the Company shall have the burden of proof to overcome that presumption in making reaching a contrary determination. In any determination contrary to such presumption. If event, if the person or persons so empowered under Section 3(b) to make such determination shall have failed to make the requested determination with respect determine entitlement to indemnification shall not have been appointed or shall not have made a determination within 60 calendar sixty (60) days after receipt by the Secretary Company of the Company of such requestrequest therefor together with the Supporting Documentation, a requisite determination of entitlement to indemnification Indemnitee shall be deemed to have been made be entitled to indemnification and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud indemnification unless (A) Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnificationindemnification or in the Supporting Documentation or (B) such indemnification is prohibited by law. The termination of any Proceeding described in Sections 4 Section 1, or 5 of any claim, issue or matter herein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) itself, adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, and with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The ---------------------------------------------- Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar 45 days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, ---- ---------- of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe his or that his/her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination Except as otherwise expressly provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnificationthis Article, if a Change in Control shall have occurred, the Indemnitee shall be presumed to be entitled to indemnification hereunder under this Article (with respect to actions or omissions occurring prior to such Change in Control) upon submission of a request for indemnification together with the Supporting Documentation in accordance with Section 4(b)(i) of this Article, and thereafter the Company Corporation shall have the burden of proof to overcome that presumption in making reaching a contrary determination. In any determination contrary to such presumption. If event, if the person or persons so empowered under Section 4(b) of this Article to make such determination shall have failed to make the requested determination with respect determine entitlement to indemnification shall not have been appointed or shall not have made a determination within 60 calendar days after receipt by the Secretary Corporation of the Company of such requestrequest therefor, a requisite determination of entitlement to indemnification together with the Supporting Documentation, the Indemnitee shall be deemed to have been made be, and shall be, entitled to indemnification unless (A) the Indemnitee shall be absolutely entitled misrepresented or failed to such indemnification, absent actual fraud disclose a material fact in making the request for indemnificationindemnification or in the Supporting Documentation or (B) such indemnification is prohibited by law. The termination of any Proceeding described in Sections 4 Section 1 of this Article, or 5 of any claim, issue or matter therein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation or, and with respect to any criminal Proceedingproceeding, that the Indemnitee had reasonable cause to believe his or her that such conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person Person or persons Persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person Person or persons Persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination Except as otherwise expressly provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnificationthis Article 4, if a Change in Control shall have occurred, the Potential Indemnitee shall be presumed to be entitled to indemnification hereunder under this Article 4 (with respect to actions or omissions occurring prior to such Change in Control) upon submission of a request for indemnification together with the Supporting Documentation in accordance with Section 4.05(a)(i) of this Article 4, and thereafter the Company Corporation shall have the burden of proof to overcome that presumption in making reaching a contrary determination. In any determination contrary to such presumption. If event, if the person or persons so empowered under Section 4.05(a) of this Article 4 to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of determine entitlement to indemnification shall not have been appointed or shall not have made a determination within 60 days after the later of (x) the receipt by the Corporation of the written request for indemnification together with the Supporting Documentation and (y) final disposition of the Proceeding in respect of which indemnification is sought, the Potential Indemnitee shall be deemed to have been made be, and the Indemnitee shall be absolutely be, entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 Proceeding, or 5 of any claim, issue or matter therein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) itself, adversely affect the right of the Potential Indemnitee to indemnification or create a presumption that the Potential Indemnitee did not act in good faith and in a manner that the Potential Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation or, and with respect to any criminal Proceeding, that the Potential Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company Xxxxxx Mae shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. The Secretary of Xxxxxx Xxx shall also promptly notify the Conservator that such a request has been made. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company Xxxxxx Mae shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company Xxxxxx Xxx of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyXxxxxx Mae, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee's conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors Directors, or such other person or persons as are empowered to make the determination as provided in pursuant to Section 9 7, that the Indemnitee has made such request for indemnificationdetermination. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar 45 days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification indemnification, except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company FNB or FNBPA, or such other officer, if any, as shall have been designated by their respective Board of Directors, shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the FNB’s or FNBPA’s Board of Directors Directors, as the case may be, in writing, or such other person or persons empowered to make the determination as provided in Section 9 6 of this Agreement, that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder hereunder, and FNB or FNBPA, as the Company case may be, shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed fail to make the requested determination with respect to indemnification within 60 calendar days after receipt by FNB or FNBPA, as the Secretary of the Company case may be, of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 2 or 5 3 of this Agreement by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of FNB or FNBPA, as the Companycase may be, and and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be expressly provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or Section 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company Corporation shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company Corporation shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company Corporation of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 above that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 above by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee's conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written Indemnified Party's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee Indemnified Party has made such request for indemnification. Upon making such request for indemnification, the Indemnitee Indemnified Party shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination Board of Directors shall have failed to make the requested determination with respect to indemnification within 60 calendar 20 days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee Indemnified Party shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections 4 Section 2 or 5 3 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee Indemnified Party did not act in good faith and in a manner which the Indemnitee Indemnified Party reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that the Indemnified Party had reasonable cause to believe his or her that the Indemnified Party's conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee Indemnified Party to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company Indemnitors shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the its Board of Directors and the Boards of Directors of the other Indemnitors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company Indemnitors shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company Indemnitors of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or Section 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, --------------- shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the CompanyIndemnitors, and and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination Except as otherwise expressly provided in this Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification10.4, if a Change of Control shall have occurred, the Indemnitee indemnitee shall be presumed to be entitled to indemnification hereunder under this Section 10.4 upon submission of a request for Indemnification together with the Supporting Documentation in accordance with paragraph (b)(i), and thereafter the Company shall have the burden of proof to overcome that presumption in making reaching a contrary determination. In any determination contrary to such presumption. If event, if the person or persons so empowered under paragraph (b)(ii) above to make such determination shall have failed to make the requested determination with respect determine entitlement to indemnification shall not have been appointed or shall not have made a determination within 60 calendar sixty (60) days after receipt by the Secretary Company of the Company of such requestrequest therefor together with the Supporting Documentation, a requisite determination of entitlement to indemnification the indemnitee shall be deemed to have been made be entitled to indemnification and the Indemnitee indemnitee shall be absolutely entitled to such indemnification, absent actual fraud indemnification unless (A) the indemnitee misrepresented or failed to disclose a material fact in making the request for indemnificationindemnification or in the Supporting Documentation or (B) such indemnification is prohibited by law. The termination of any Proceeding proceeding described in Sections 4 this Section 10.4, or 5 of any claim, issue or matter therein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) itself, adversely affect the right of the indemnitee to indemnification or create a presumption that the Indemnitee indemnitee did not act in good faith and in a manner that the Indemnitee indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, and with respect to any criminal Proceedingproceeding, that the indemnitee had reasonable cause to believe his or her that the indemnitee’s conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company Fxxxxx Mae shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company Fxxxxx Mxx shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company Fxxxxx Mae of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyFxxxxx Mxx, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceeding, had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written Upon making a request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee Officer shall be presumed to be entitled to indemnification hereunder under this Agreement and the Company shall have the burden of proof to overcome that presumption in making reaching any determination contrary to such presumptiondetermination. If the person or persons so empowered to make such the determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event which could enable the Company of such requestto determine Officer's entitlement to indemnification, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee Officer shall be absolutely entitled to such indemnificationindemnification under this Agreement, absent actual fraud (i) misrepresentation by Officer of a material fact in the request for indemnificationindemnification or (ii) a specific finding that all or any part of such indemnification is expressly prohibited by law. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, not of itself (a) adversely affect the rights of Officer to indemnification except as may be provided herein, (b) create a presumption that the Indemnitee Officer did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, and or (c) with respect to any criminal Proceedingaction or proceeding, create a presumption that Officer had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary Chief Compliance Officer of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary Chief Compliance Officer of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnificationindemnification (or 20 calendar days in the case of advancement of expenses). The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or the Other Enterprise, and as the case may be, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered (a) In making a determination with respect to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for entitlement to indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. (b) If the Board of Directors, or such other person or persons so empowered pursuant to Section 8 to make such the determination of whether Indemnitee is entitled to indemnification, shall have failed to make the requested a determination with respect as to entitlement to indemnification within 60 calendar 45 days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnificationindemnification or a prohibition of indemnification under applicable law. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he/she reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, had that the Indemnitee has reasonable cause to believe his or her that the Indemnitee's conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification indemnification, except as may be provided herein. 10.

Presumptions and Effect of Certain Proceedings. The Secretary If a Change ----------- ---------------------------------------------- of the Company shallControl shall have occurred, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed (except as otherwise expressly provided in this Article) to be entitled to indemnification hereunder under this Article upon submission of a request for indemnification in accordance with Section 7.7(a) of this Article, and thereafter the Company shall have the burden of proof to overcome that presumption in making any reaching a determination contrary to such that presumption. If Whether or not a Change of Control shall have occurred, if the person or persons so empowered under Section 7.7 of this Article to make such determination shall have failed to make the requested determination with respect determine entitlement to indemnification shall not have made a determination within 60 calendar days after receipt by the Secretary Company of the Company of such requestrequest therefor, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud indemnification unless (i) Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification, or (ii) such indemnification is prohibited by law. The termination of any Proceeding described in any of Sections 4 7.2, 7.3, or 5 7.4 of this Article, or of any claim, issue or matter therein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, --------------- shall not, not (except as otherwise expressly provided in this Article) of itself (a) adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, and with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar 45 days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo noto contendere or its xxx equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder hereunder, and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) The Secretary submission of the Company shallApplication for Indemnification to the Board shall create a rebuttable presumption that the Indemnitee is entitled to indemnification under this Agreement, promptly upon receipt and the Board or Independent Counsel, as the case may be, shall within sixty (60) days after submission of the Application for Indemnification specifically determine that the Indemnitee is so entitled, unless it or they possess sufficient evidence to rebut the presumption that Indemnitee has met the applicable standard of conduct. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s written statement not materially misleading, in connection with the request for indemnification, advise or (ii) a prohibition of such indemnification under applicable law. Neither the failure of the Corporation (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the circumstances because Indemnitee has made met the applicable standard of conduct, nor an actual determination by the Corporation (including by its directors or Independent Counsel) that Indemnitee has not met such request for indemnification. Upon making such request for indemnificationapplicable standard of conduct, the Indemnitee shall be presumed a defense to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person action or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that Indemnitee has not met the applicable standard of conduct. Moreover, the fact that the Corporation has paid the Indemnitee’s Expenses pursuant to Section 8 herein shall not create a presumption that Indemnitee did not act in good faith and in a manner has met the Indemnitee reasonably believed to be in or not opposed to the best interests applicable standard of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinfor indemnification.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar 45 days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo noto contendere or its equivalent, shall not, of itself itself: (a) create a presumption xxxxumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company Xxxxxx Mae shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. The Secretary of Xxxxxx Xxx shall also promptly notify the Conservator that such a request has been made. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company Xxxxxx Mae shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company Xxxxxx Xxx of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyXxxxxx Mae, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shallExcept as otherwise expressly provided herein, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder upon submission of a request for indemnification together with the Supporting Documentation in accordance with Section 3(b)(i) above, and thereafter the Company shall have the burden of proof to overcome that presumption in making reaching a contrary determination. In any determination contrary to such presumption. If event, if the person or persons so empowered under Section 3(b) of this Agreement to make such determination shall have failed to make the requested determination with respect determine entitlement to indemnification shall not have been appointed or shall not have made a determination within 60 calendar days after receipt by the Secretary General Counsel of the Company of such requestthe request therefor together with the Supporting Documentation, a requisite determination of entitlement to indemnification Indemnitee shall be deemed to have been made be entitled to indemnification and the Indemnitee shall be absolutely entitled to such indemnificationindemnification unless the Company establishes, absent actual fraud as provided in the final sentence of Section 3(d)(ii) of this Agreement, or by written opinion of Independent Counsel, that (i) Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnificationindemnification or in the Supporting Documentation or (ii) such indemnification is prohibited by law. The termination of any Proceeding described in Sections 4 Section 2 of this Agreement, or 5 of any claim, issue or matter therein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) itself, adversely affect the right of Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 90 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections Section 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act Indemnitee’s acts were committed in good bad faith or were the result of active and deliberate dishonesty and, in a manner either case, were material to the cause of action or that the Indemnitee reasonably believed personally gained in fact a financial profit or other advantage to be in or which he was not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful legally entitled or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors Operating Committee or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that Indemnitee has not met the Indemnitee did not act applicable standard of conduct set forth in good faith and in a manner Luxembourg law, the Indemnitee reasonably believed to be in or not opposed to the best interests General Corporation Law of the CompanyState of Delaware or the Delaware Limited Liability Company Act, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful as applicable; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in or pursuant to Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make deny the requested determination with respect to request for indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect that the rights of the Indemnitee to indemnification except as may be provided herein.Indemnitee's conduct

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such a request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company Indemnitor shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification has not been made within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections Section 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. (a) The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 10 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination Except as otherwise expressly provided in this Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification6.1, if a Change of Control will have occurred, the Indemnitee shall indemnitee will be presumed to be entitled to indemnification hereunder under this Section 6.1 upon submission of a request for indemnification together with the Supporting Documentation in accordance with paragraph (b)(i), and thereafter the Company shall Corporation will have the burden of proof to overcome that presumption in making reaching a contrary determination. In any determination contrary to such presumption. If event, if the person or persons so empowered under paragraph (b)(ii) above to make such determination shall have failed to make the requested determination with respect determine entitlement to indemnification will not have been appointed or will not have made a determination within 60 calendar sixty (60) days after receipt by the Secretary Corporation of the Company of such requestrequest therefor together with the Supporting Documentation, a requisite determination of entitlement to indemnification shall the indemnitee will be deemed to have been made be entitled to indemnification and the Indemnitee shall indemnitee will be absolutely entitled to such indemnificationindemnification unless (A) the indemnitee misrepresented a material fact, absent actual fraud or omitted a material fact necessary to make indemnitee’s statement not misleading, in making the request for indemnificationindemnification or in the Supporting Documentation or (B) such indemnification is prohibited by law. The termination of any Proceeding described in Sections 4 this Section 6.1, or 5 of any claim, issue or matter therein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall will not, of itself (a) itself, adversely affect the right of the indemnitee to indemnification or create a presumption that the Indemnitee indemnitee did not act in good faith and in a manner that the Indemnitee indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation or, and with respect to any criminal Proceeding, that the indemnitee had reasonable cause to believe his or her that the indemnitee’s conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumptionpresumption by clear and convincing evidence to the contrary. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary an Officer of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee's conduct was unlawful or (b) otherwise 146 adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of each of the Company Companies shall, promptly promptly, upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors of such Company or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and each of the Company Companies shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the either Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or Section 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the such Company, and and, with respect to any criminal Proceedingaction or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s 's written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder hereunder, and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections Section 3 or 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee's conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors Directors, or such other person or persons as are empowered to make the determination as provided in pursuant to Section 9 7, that the Indemnitee has made such request for indemnificationdetermination. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar 45 days after receipt by the Secretary of the Company of such request, a requisite the requisited determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification indemnification, except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and hereunder, unless the Company shall have establishes by a preponderance of the burden evidence that the Indemnitee engaged in willful misconduct or a knowing violation of proof in making any determination contrary to such presumptionthe criminal law. If a determination that the person or persons so empowered Indemnitee engaged in such conduct is not made pursuant to make such determination shall have failed to make the requested determination with respect to indemnification Section 9 within 60 calendar days after receipt by the Secretary of the Company of such requesta written request for indemnification, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification, and such indemnification shall be paid. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act engaged in good faith and in willful misconduct or a manner the Indemnitee reasonably believed to be in or not opposed to the best interests knowing violation of the Companycriminal law, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors of the Company or such other person or persons empowered to make the determination as provided in Section 9 above that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or Section 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.of

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written Upon making a request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar 30 days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud (i) misrepresentation by the Indemnitee of a material fact in the request for indemnification, or (ii) a finding that all or any part of such indemnification is expressly prohibited by law. The termination of any Proceeding action, suit, investigation or proceeding described in Sections 4 2 or 5 3 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (ai) adversely affect the rights of Indemnitee to indemnification except as may be provided herein, (ii) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, and or (iii) (with respect to any criminal action or Proceeding, ) that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided hereinunlawful.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company Edison shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 7 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company and, unless otherwise required by law, Edison shall have the burden of proof in making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company Edison of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyEdison, and and, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee's conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee (a) Director shall be presumed to be entitled to indemnification hereunder and the advancement of Expenses under this Agreement upon submission of a request therefor in accordance with this Agreement. The Company shall have the burden of proof in making any determination contrary to overcoming such presumption. If the person or persons so empowered to make , and such determination presumption shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, be used as a requisite basis for a determination of entitlement to indemnification shall be deemed to have been made and advancement or reimbursement of Expenses unless the Indemnitee shall be absolutely entitled to Company overcomes such indemnification, absent actual fraud in the request for indemnificationpresumption by clear and convincing evidence. The termination of any Proceeding proceeding described in any of Sections 2, 3 or 4 of this Agreement, or 5 of any claim, issue or matter therein, by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, not (except as otherwise expressly provided in this Agreement) of itself (a) adversely affect the right of Director to indemnification or advancement of Expenses or create a presumption that the Indemnitee Director did not act in good faith and in a manner the Indemnitee which Director reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, and with respect to any criminal Proceeding, that Director had reasonable cause to believe his or her that Director’s conduct was unlawful unlawful. Except as otherwise expressly provided in this Agreement, the knowledge and/or actions, or (b) otherwise adversely affect the rights failure to act, of any other director, officer, employee, agent or fiduciary of the Indemnitee Company or of any other corporation, partnership, limited liability company, association, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to Director for purposes of determining any right to indemnification except as may be provided hereinor advancement of Expenses under this Agreement.

Presumptions and Effect of Certain Proceedings. The Secretary Chief Legal Officer of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary Chief Legal Officer of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination Board of Directors shall have failed to make the requested determination with respect to indemnification within 60 calendar 45 days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections 4 Section 2 or 5 3 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe his or her that the Indemnitee's conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written 's request for indemnification, advise in writing the Board of Directors Directors, or such other person or persons as are empowered to make the determination as provided in pursuant to Section 9 7, that the Indemnitee has made such request for indemnificationdetermination. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar 45 days after receipt by the Secretary of the Company of such request, a the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding action, suit, investigation or proceeding described in Sections Section 3 or 4 or 5 hereof by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification indemnification, except as may be provided herein.

Presumptions and Effect of Certain Proceedings. The Secretary secretary of the Company company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board board of Directors directors or such other person or persons empowered to make the determination as provided in Section 9 8 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder hereunder, and the Company company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 30 calendar days after receipt by the Secretary of the Company company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made made, and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 or 5 by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Companycompany, and or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her that Indemnitee’s conduct was unlawful unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.