Common use of Procedures Clause in Contracts

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement For purposes of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation allocating production and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within accounts receivable with respect thereto under Section 2.4, (i) in liquid Hydrocarbons shall be deemed to be “from or attributable to” the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by Properties when they pass through the Corporation inlet flange of the written request pipeline connecting into the storage facilities into which they are run or, if there are no such storage facilities, when they pass through the LACT meters or similar meters at the point of entry into the Indemnitee, or pipelines through which they are transported from the field and (ii) in gaseous Hydrocarbons shall be deemed to be “from or attributable to” the case Properties when they pass through the delivery point sales meters on the pipelines through which they are transported (or whichever meter is closest to the well). Sabine shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings or gauging and strapping data is not available. Sabine shall provide to Flatonia evidence of all other indemnificationmeter readings and all gauging and strapping procedures conducted on or about the Effective Time in connection with the Assets, sixty together with all data necessary to support any estimated allocation, for purposes of establishing the Cash Settlement pursuant to Section 3.4. The terms “earned” and “incurred” shall be interpreted in accordance with GAAP and Council of Petroleum Accountants Society (60“▇▇▇▇▇”) calendar days after receipt standards, and expenditures which are incurred pursuant to an operating agreement, unit agreement or similar agreement shall be deemed incurred when expended by the Corporation operator of the written request applicable Property in accordance with such operator’s practice as of the Indemnitee, subject to time before the provisions of Sections 8(b) and 8(c) belowExecution Date. (b) With respect to requests Sabine shall handle all joint interest audits and other audits of Property Costs covering the period for indemnification which Sabine or Flatonia is in whole or in part responsible under Section 22.4, indemnification except that any Tax Audits shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected handled as provided in this Section 8(c). The Independent Counsel shall be selected by the IndemniteeArticle 14; provided, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice mayhowever, within seven (7) days after such written notice of selection shall have been giventhat, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, except with respect to any criminal ProceedingTax Audits that are handled as provided in Article 14, had reasonable cause Sabine shall not agree to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed any adjustments to have acted in good faith if Indemnitee’s action previously assessed costs for which Flatonia is based on the records or books of account of the Corporation or its affiliates, including financial statementsliable, or on information supplied any compromise of any audit claims to Indemnitee by which Flatonia would be entitled, without the officers prior written consent of the Corporation or its affiliates in the course of their dutiesSabine, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) which consent shall not be deemed to be exclusive or to limit in any way unreasonably withheld. Each Party shall provide the other circumstances in which the Indemnitee may be deemed to have met the Party with a copy of all applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation audit reports and written audit agreements received by such Party or its affiliates shall not be imputed Affiliates and relating to Indemnitee periods for purposes of determining the right to indemnification under this Agreementwhich any such Party is partially responsible. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlyPromptly, and in any event within no later than ten (10) days, after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock converted pursuant to Section 3.01(c) into the right to receive the Merger Consideration a letter of transmittal and related instructions which shall (i) specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates (or book-entry transfer of the Book-Entry Shares) to the Paying Agent and (ii) otherwise be in customary form and include customary provisions (including with respect to delivery of an “agent’s message” regarding the book-entry transfer of Book-Entry Shares) for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (or, in the case of advancement Book-Entry Shares, receipt of Expenses under Section 7, thirty (30) calendar days after receipt an “agent’s message” by the Corporation Paying Agent or such other evidence, if any, of transfer as the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”Paying Agent may reasonably request), whether the holder of such Certificate (or not a quorumBook-Entry Shares, (2as applicable) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate (or Book-Entry Shares, as applicable), and the Certificate (or Book-Entry Shares, as applicable) so surrendered shall forthwith be canceled. If any portion of such consideration is to be issued and paid to a presumption person other than the person in whose name the surrendered Certificate or Book-Entry Shares were registered, it shall be a condition to such issuance and payment that he (i) the Certificate so surrendered shall be properly endorsed or she shall otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred and (ii) the person requesting such issuance shall have paid any transfer and other Taxes required by reason of the issuance and payment of such consideration to a person other than the registered holder of such Certificate or Book-Entry Shares surrendered or shall have established to the reasonable satisfaction of the Paying Agent and the Surviving Corporation that such Tax either has met been paid or is not applicable. Until surrendered as contemplated by this Section 3.02(b), each Certificate shall be deemed at any time after the applicable standard of conduct set forth in Section 2 and is entitled Effective Time to indemnification. (c) represent only the right to receive the Merger Consideration as contemplated by this Article III, without interest. Notwithstanding anything to the contrary set forth in this Agreement, if (i) a request for indemnification is made after holder of Book-Entry Shares shall not be required to deliver a Change in Control, at the election of the Indemnitee made in writing Certificate to the Corporation, any determination required Paying Agent to be made receive the consideration to which such holder is entitled pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided this Article III in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis respect of such assertionBook-Entry Shares. Absent a proper and timely objection, All cash paid upon the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee surrender for exchange of a written request for indemnification, no Independent Counsel shall have been selected any Certificates or if selected, shall have been objected to, Book-Entry Shares in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee terms hereof shall be deemed to have acted been paid in good faith if Indemnitee’s action is based on the records or books full satisfaction of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made all rights pertaining to the Corporation shares of Company Common Stock represented by such Certificates or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(eBook-Entry Shares and (ii) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination Merger Consideration payable with respect to shares of Company Common Stock held under the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available ESOP shall be paid to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by Trustee for the Indemnitee in so cooperating shall be borne by the Corporation (irrespective benefit of the determination as to the Indemnitee’s entitlement to indemnification) ESOP and the Corporation hereby indemnifies the Indemnitee therefromits participants.

Procedures. (a) In order To the extent that the Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the Pledgor or any other Person) be pledged to, and subject to a security interest in favor of, the Collateral Agent, for the benefit of the Creditors, pursuant to Section 3.1 of this Agreement and, in addition thereto, the Pledgor shall promptly notify the Collateral Agent thereof and, as soon as practicable (but in any case within fifteen (15) Business Days after the date such right, title or interest in Collateral is acquired or obtained, or such longer time as the Collateral Agent shall permit in its reasonable discretion), take the following actions as set forth below: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the Pledgor shall physically deliver such Certificated Security to the Collateral Agent, accompanied by undated stock powers duly executed in blank or other undated instruments of transfer duly executed in blank reasonably satisfactory to the Collateral Agent and by such other endorsements, instruments and documents as the Collateral Agent may reasonably request; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to the Collateral Agent, an agreement for the benefit of the Collateral Agent and the Creditors substantially in the form of Exhibit B hereto (appropriately completed to the satisfaction of the Collateral Agent and with such modifications, if any, as shall be reasonably satisfactory to the Collateral Agent) pursuant to which such issuer agrees to comply with any and all instructions originated by the Collateral Agent, which instructions shall be consistent with the terms and provisions of this Agreement, without further consent by the Indemnitee registered owner and not to comply with instructions regarding such Uncertificated Security (and any Pledged Partnership Interests and Pledged Membership Interests issued by such issuer) originated by any other Person (including the Pledgor) other than a court of competent jurisdiction; (iii) with respect to any Collateral consisting of a Certificated Security, Uncertificated Security, Pledged Partnership Interest or Pledged Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Pledgor shall submit to the Corporation a written request, including in such request such documentation and information as is take (x) all actions reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within required (i) in to comply with the case applicable rules of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the such Clearing Corporation of the written request of the Indemnitee, or Securities Intermediary and (ii) in to perfect the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation security interest of the written request of the IndemniteeCollateral Agent under Applicable Law (including, subject to the provisions of in any event, under Sections 8(b) and 8(c) below. 9-314(a), (b) With respect to requests for indemnification under Section 2and (c), indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, 9-106 and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion 8-106(d) of the Board of Directors of UCC) and (y) such other actions as the Corporation, Collateral Agent reasonably deems necessary or desirable to effect the foregoing; and (1iv) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within a Pledged Partnership Interest or a Pledged Membership Interest (other than a Pledged Partnership Interest or Pledged Membership Interest credited on the 60-day period referred to in clause (ii) books of Section 8(a) (unless extended by mutual agreement by the a Clearing Corporation and Indemniteeor Securities Intermediary). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee Pledgor shall be entitled to take all actions contemplated by (x) if such Pledged Partnership Interest or Pledged Membership Interest is represented by a presumption that he or she has met the applicable standard of conduct set forth in Section 2 certificate and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counselsecurity” as defined in Section 1, and 8-102(a)(15) of the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objectionUCC, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct procedure set forth in this Agreement. (fSection 3.2(a)(i) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.hereof; and

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee Whenever Parent is entitled to indemnification or advancement recovery under this Article VIII, Parent shall promptly notify the Company Agent of Expensesthe claim and, when known, the facts constituting the basis for such claim. Any failure to provide such indemnification or advancement of Expenses notice shall be made promptlynot affect Parent's right to recovery hereunder, unless, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject only to the provisions of Sections 8(b) extent that, such failure has materially and 8(c) adversely affected the Company Agent's ability to defend a Third Party Claim (as defined below). (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless Upon receipt by the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion Company Agent of the Board notice of Directors of claim and the Corporation, (1) by a majority vote of facts constituting the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any basis for such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected claim as provided in subparagraph (a) of this Section 8(c). The Independent Counsel shall be selected by the Indemnitee8.6, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, Parent and the objection Company Agent shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act negotiate in good faith to reach an agreement as to the validity and in a manner that amount of such claim. If such an agreement has not been reached within thirty (30) days of the Indemnitee reasonably believed aforesaid notice, Parent and the Company Agent shall submit the claim to be insettled by arbitration in the City of Atlanta, or not opposed toState of Georgia, pursuant to the best interests commercial arbitration rules then in effect of the Corporation, and, with respect American Arbitration Association (or at any time or at any other place or under any other form of arbitration mutually acceptable to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee the parties so involved). Any award rendered shall be deemed to have acted final and conclusive upon the parties, and a judgment thereon may be entered in good faith if Indemnitee’s action is based on the records or books of account highest court of the Corporation forum, state or its affiliatesfederal, including financial statements, or on information supplied to Indemnitee by having jurisdiction. Any award may include the officers expenses of arbitration as well as the Corporation or its affiliates in the course cost of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliatesand experts. The provisions of this Section 8(e8.6(b) shall not in all respects be deemed to be exclusive or to limit in any way governed by the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this AgreementFederal Arbitration Act. (fc) The knowledge and/or actionsCompany Agent shall not settle or compromise or voluntarily enter into any binding agreement to settle or compromise, or failure consent to act, entry of any directorjudgment arising from, officerany claim or proceeding by a person who is not a party to this Agreement with respect to which Parent is entitled to recovery under this Article VIII (a "Third Party Claim") except with the prior written consent of Parent, agent or employee which will not be unreasonably withheld. With respect to any Third Party Claim, the Company Agent may at the expense of the Corporation or Shareholders undertake the defense thereof by representatives of its affiliates own choosing reasonably satisfactory to Parent. Parent shall not be imputed cooperate in the defense of any Third Party Claim, to Indemnitee for purposes of determining the extent reasonably requested by the Company Agent, and any expenses incurred by Parent as a result thereof shall constitute recoverable Losses hereunder. Parent shall have the right to indemnification under this Agreement. (g) The Indemnitee participate in any such defense of a Third Party Claim with advisory counsel of its own choosing. Such participation shall cooperate with be at the personexpense of Parent, persons unless Parent reasonably determines that, because of a conflict of interest or entity making such determination with respect to otherwise, the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which Company Agent is not privileged adequately representing or otherwise protected from disclosure may not adequately represent its interests, in which case the reasonable costs of such participation by Parent shall constitute recoverable Losses hereunder. In the event the Company Agent, does not notify Parent of its intent to defend a Third Party Claim within ten (10) days of receipt of notice thereof or, after half of the period for the presentation of a defense against any such Third Party Claim, fails to begin to diligently defend it (or at any time thereafter ceases to diligently defend it), Parent will have the right to undertake and which is reasonably available to control the Indemnitee defense, compromise or settlement of such Third Party Claim, and reasonably necessary to such determination. Any Expenses actually and reasonably any expenses incurred by the Indemnitee in so cooperating Parent resulting therefrom shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromconstitute recoverable Losses hereunder.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within No later than two years following (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation closing date of the written request acquisition of the Indemniteeany Tangible Asset or group of Tangible Assets, or (ii) the date on which a capital improvement of any Tangible Asset or group of Tangible Assets is first put into commercial service following completion of construction and testing, as applicable, TMG shall notify the General Partner that the Partnership will have a one-year opportunity to purchase the Tangible Asset or group of Tangible Assets. The General Partner shall notify TMG in writing during such one-year period that either (A) the General Partner has elected, with the approval of the Conflicts Committee, not to cause a Partnership Group Member to pursue the opportunity, in which case the TMG Entities may own, operate or Transfer the Tangible Asset or group of all other indemnificationTangible Assets without any further obligation to offer the Tangible Asset or group of Tangible Assets to the Partnership (including pursuant to Article VI), sixty or (60B) calendar the General Partner has elected to cause a Partnership Group Member to pursue the opportunity. If during such one-year period the General Partner notifies TMG that it wishes to cause a Partnership Group Member to pursue the opportunity, within 45 days after receipt by such notification TMG shall submit a term sheet (a “Term Sheet”) to the Corporation General Partner containing the fundamental terms (other than purchase price and in accordance with the requirements of the written request Indenture, if applicable) on which it would be willing to sell (or to cause another TMG Entity to sell) the Tangible Asset or group of Tangible Assets, including any proposed commitments from the IndemniteeTMG Entities, subject to the provisions of Sections 8(b) and 8(c) belowif any. (b) With respect Within 45 days after delivery of the Term Sheet, the General Partner shall determine, on behalf of the Partnership and with the concurrence of the Conflicts Committee, whether it wishes to requests cause a Partnership Group Member to acquire the Tangible Asset or group of Tangible Assets and submit to TMG the cash purchase price (the “Proposed Price”) it is willing to cause the Partnership Group Member to pay for indemnification under Section 2the Tangible Asset or group of Tangible Assets and that would satisfy the requirements of the Indenture, indemnification shall be made unless if applicable. If the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as General Partner either (i) fails to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid respond to the CorporationTerm Sheet within 45 days of TMG’s delivery thereof or (ii) rejects, with the concurrence of the Conflicts Committee, the opportunity, then the TMG Entities may own, operate or Transfer the Tangible Asset or group of Tangible Assets without any further obligation to offer the Tangible Asset or group of Tangible Assets to the Partnership (including pursuant to Article VI). If the General Partner submits a Proposed Price, TMG and the Conflicts Committee shall be madenegotiate the terms of the purchase and sale in good faith for 60 days. If TMG and the Conflicts Committee are unable to agree on such terms during such 60-day period, in TMG may attempt to sell the discretion Tangible Asset or group of Tangible Assets to a person who is not an Affiliate of TMG within six months of the termination of such 60-day period at a purchase price, as determined by written resolution of the Board of Directors of the CorporationTMG, (1) by a majority vote not less than 105% of the directors of the Corporation consisting of persons who Proposed Price and otherwise on terms that are not at that time parties materially more favorable to the Proceeding (“disinterested directors”), whether or not a quorum, (2proposed purchaser than the terms specified in the Term Sheet submitted by TMG pursuant to Section 2.3(a) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under such Tangible Asset or group of Tangible Assets. If no sale to a non-Affiliate occurs within such six-month period, the General Partner shall have the right (but not the obligation) to cause, on behalf of the Partnership and with the concurrence of the Conflicts Committee, a Partnership Group Member to purchase the Tangible Asset or group of Tangible Assets at the Proposed Price and on the other fundamental terms specified in the Term Sheet provided to the General Partner pursuant to Section 2 2.3(a) with respect to the Tangible Asset or group of Tangible Assets. The General Partner shall be made notify TMG of its intent to cause a Partnership Group Member to purchase the Tangible Asset or group of Tangible Assets at the Proposed Price, and on the other fundamental terms specified in the Term Sheet provided to the General Partner pursuant to Section 2.3(a) with respect to the Tangible Asset or group of Tangible Assets, within 45 days of the 60expiration of such six-month period or such earlier date on which TMG notifies the General Partner that it will no longer pursue a sale to a non-Affiliate. If the General Partner either (A) fails to respond within such 45-day period referred or (B) rejects the opportunity, then the TMG Entities may own, operate or Transfer the Tangible Asset or group of Tangible Assets without any further obligation to in clause offer the Tangible Asset or group of Tangible Assets to the Partnership (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemniteeincluding pursuant to Article VI). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected If requested by the IndemniteeGeneral Partner, unless the Indemnitee TMG shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice use commercially reasonable efforts to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, obtain financial statements with respect to any criminal Proceeding, had reasonable cause to believe that his Tangible Asset or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books group of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee Tangible Assets purchased by a Partnership Group Member as required under Regulation S-X promulgated by the officers of the Corporation Securities and Exchange Commission or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreementsuccessor statute. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the case form of Annex G hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all other indemnification, sixty (60) calendar days after receipt instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; it being understood that the Pledgee will not so originate any instructions to any such issuer unless an Event of Default has occurred and is continuing; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions (x) required (i) to comply with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the written request Pledgee under applicable law (including, in any event, under Sections 9-115 (4)(a) and (b), 9-115 (1)(e) and 8-106(d) of the IndemniteeUCC) and (y) as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), subject (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate, the procedure set forth in Section 3.2(a)(i), and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate, the procedure set forth in Section 3.2(a)(ii); (v) with respect to any Note, physical delivery of such Note to the provisions Pledgee, endorsed to the Pledgee or endorsed in blank; and (vi) after an Event of Sections 8(bDefault has occurred and is continuing, with respect to cash, to the extent not otherwise provided in the Security Agreement, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee) and 8(c(ii) belowdeposit of such cash in such cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to proceeding Section 8(b) above as to whether 3.2(a), each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral (as defined below): (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be requested from time to time by the Pledgee so that "control" of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information on form covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-115(4)(b) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order to obtain indemnification the event that any claim, action, suit or advancement of Expenses pursuant to this Agreementproceeding is conducted, brought, threatened or asserted by a Person other than the Partnership or any Covered Person (a “Specified Proceeding”), the Indemnitee Covered Person seeking indemnity in respect thereof shall submit promptly notify the Partnership thereof. Failure to provide notice shall not affect the Partnership’s obligations hereunder except to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee Partnership is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) belowmaterially prejudiced thereby. (b) With respect The Partnership shall have the right to requests for indemnification under Section 2participate in and control the defense of any such Specified Proceeding and, indemnification shall be made unless in connection therewith, to retain counsel reasonably satisfactory to each Covered Person, at the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as Partnership’s expense, to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, represent each Covered Person and any determination that advanced Expenses must be subsequently repaid to others the Corporation, Partnership may designate in such Specified Proceeding. The Partnership shall be made, in keep the discretion Covered Person advised of the Board status of Directors of such Specified Proceeding and the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel defense thereof and shall consider in a written opinion to the Board, or (4) good faith recommendations made by the stockholders of the Corporation. Any such determination Covered Person with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnificationthereto. (c) Notwithstanding anything In any such Specified Proceeding, any Covered Person shall have the right to retain its own counsel at its own expense; provided that the fees and expenses of such Covered Person’s counsel shall be at the expense of the Partnership if (i) the Partnership and such Covered Person shall have mutually agreed to the contrary set forth in this Agreementretention of such counsel, if (ii) the Partnership has failed, within a request for indemnification is made reasonable time after a Change in Control, at the election having been notified of the Indemnitee made in writing existence of an indemnified claim, to assume the Corporation, defense of such indemnified claim or (iii) the named parties to any determination required to be made pursuant to Section 8(bsuch Specified Proceeding (including any impleaded parties) above as to whether include both the Indemnitee has met the applicable standard Partnership and such Covered Person and representation of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected both parties by the Indemniteesame counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Partnership shall not, unless the Indemnitee shall request that such selection be made by the Board of Directors in respect of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution legal expenses of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred Covered Person in connection with its acting any Specified Proceeding or related Specified Proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedCovered Persons. (d) The termination Partnership shall not be liable for any settlement of any Specified Proceeding by judgmenteffected without its written consent (which consent shall not be unreasonably withheld or delayed), order, settlement, conviction but if settled with such consent or upon if there be a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that final judgment for the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed toplaintiff, the best interests Partnership agrees to indemnify each Covered Person, to the extent provided in Section 5.04, from and against all Indemnifiable Losses by reason of such settlement or judgment. The Partnership shall not effect any settlement of any pending or threatened Specified Proceeding in respect of which any Covered Person is seeking indemnification hereunder without the Corporationprior written consent of each Covered Person (which consent shall not be unreasonably withheld or delayed by any such Covered Person), and, with respect to any criminal unless such settlement includes an unconditional release of each such Covered Person from all liability and claims that are the subject matter of such Specified Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee The parties shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates cooperate in the course execution and delivery of their dutiesagreements, or on instruments and other documents and in the advice provision of legal counsel for the Corporation or its affiliates or on information or records given or reports made access to the Corporation or its affiliates by an independent certified public accountant or by an appraiser witnesses, documents and property (including access to perform interviews, physical investigations or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(eactivities) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromSpecified Proceeding.

Procedures. (a) In order to obtain indemnification or advancement of Expenses any registration pursuant to this AgreementSection 8.3, if the Company shall request inclusion of securities to be sold for its own account, or if other persons entitled to incidental registrations shall request inclusion in such registration pursuant to Section 8.3, Subsection (a)(i) above, the Indemnitee Initiating Holders shall, on behalf of all holders of Registrable Securities, offer to include such securities in the underwriting and may condition such offer on the acceptance by the Company or such other persons of the further applicable provisions of this Article VII. The Company shall submit (together with all such other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Corporation a written requestCompany. Notwithstanding any other provision of this Section, including if the representative of the underwriters advises the Initiating Holders of the need for an Underwriter's Cutback, the number of shares to be included in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification underwriting or advancement of Expenses. Any such indemnification or advancement of Expenses registration shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct allocated as set forth in Section 28.10 hereof. Any determination as to whether Indemnitee If a person who has met the applicable standard of conduct set forth requested inclusion in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected registration as provided in this Section 8(c). The Independent Counsel Subsection (e) does not agree to the terms of any such underwriting, such person shall be selected excluded therefrom by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to from the other party advising it of Company, the identity of underwriter or the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1Initiating Holders, and the objection securities owned by such person(s) shall set forth with particularity be withdrawn from registration (the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel"WITHDRAWN SECURITIES"). If a written objection is madethere are any Withdrawn Securities and if there was an Underwriter's Cutback, then the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined Company shall offer to all holders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of Withdrawn Securities that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall would have been selected or if selectedincluded in the registration after giving effect to the Underwriter's Cutback had such securities not been withdrawn, shall have been objected to, with such shares to be allocated among such Holders requesting additional inclusion in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedSection 8.13. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the case form of Annex G hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all other indemnification, sixty (60) calendar days after receipt instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the written request Pledgee under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the Indemnitee, subject to the provisions of Sections 8(bUCC) and 8(c(y) belowsuch other actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, such Pledgor shall follow the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the UCC, such Pledgor shall follow the procedure set forth in Section 3.2(a)(ii) hereof; and (v) with respect to cash proceeds from any of the Collateral, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have “control” within the meaning of the UCC and at any time any Default or Event of Default is in existence no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee and (ii) deposit of such cash in such cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to Section 8(b3.2(a) above as to whether hereof, each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be requested from time to time by the Pledgee so that “control” of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Indemnitee Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s security interest in all Investment Property and reasonably necessary to such determination. Any Expenses actually and reasonably incurred other Collateral which can be perfected by the Indemnitee filing of such financing statements (in so cooperating shall each case to the maximum extent perfection by filing may be borne by obtained under the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnificationUCC) and the Corporation hereby indemnifies the Indemnitee therefromis so perfected.

Procedures. (a) In order to obtain indemnification or advancement After receipt of Expenses pursuant to this Agreementthe Notice of termination, the Indemnitee Design/Build Entity shall, to the extent appropriate to the termination, cancel outstanding commitments hereunder covering the procurement of materials, supplies, equipment and miscellaneous items. In addition, the Design/Build Entity shall exercise all reasonable diligence to accomplish the cancellation or diversion of all applicable outstanding commitments covering personal performance of any Work terminated by the Notice. With respect to such canceled commitments, the Design/Build Entity agrees to: 1. settle all outstanding liabilities and all claims arising out of such cancellation of commitments, with approval or ratification of the Principal Representative, to the extent he or she may require, which approval or ratification shall be final for all purposes of this clause; and, 2. assign to the Principal Representative, in the manner, at the time, and to the extent directed by the Principal Representative, all of the right, title, and interest of the Design/Build Entity under the orders and subcontracts, consultants and subconsultants so terminated, in which case the Principal Representative shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. The Design/Build Entity shall submit his or her termination claim to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days Principal Representative promptly after receipt of a Notice of termination, but in no event later than three (3) months from the effective date thereof, unless one or more extensions in writing are granted by the Corporation of the Principal Representative upon written request of the IndemniteeDesign/Build Entity within such three month period or authorized extension thereof. Upon failure of the Design/Build Entity to submit his or her termination claim within the time allowed, the Principal Representative may determine, on the basis of information available to him, the amount, if any, due to the Design/Build Entity by reason of the termination and shall thereupon pay to the Design/Build Entity the amount so determined. Costs claimed, agreed to, or (ii) determined pursuant to the preceding and following paragraph shall be in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to accordance with the provisions of Sections 8(b) § ▇▇-▇▇▇-▇▇▇, C.R.S., as amended, and 8(c) below. (b) With respect associated Cost Principles of the Colorado Procurement Rules as in effect on the date of this Contract. Subject to requests the preceding provisions, the Design/Build Entity and the Principal Representative may agree upon the whole or any part of the amount or amounts to be paid to the Design/Build Entity by reason of the termination under this clause, which amount or amounts may include any reasonable cancellation charges thereby incurred by the Design/Build Entity and any reasonable loss upon outstanding commitments for indemnification under Section 2personal services which he or she is unable to cancel; provided, indemnification however, that in connection with any outstanding commitments for personal services which the Design/Build Entity is unable to cancel, the Design/Build Entity shall have exercised reasonable diligence to divert such commitments to other activities and operations. Any such agreement shall be made unless embodied in an Amendment to this Contract and the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, Design/Build Entity shall be madepaid the agreed amount. The Principal Representative may from time to time, under such terms and conditions as it may prescribe, make partial payments against costs incurred by the Design/Build Entity in connection with the termination portion of this Contract, whenever, in the discretion opinion of the Board Principal Representative, the aggregate of Directors of such payments is within the Corporation, (1) by a majority vote of amount to which the directors of the Corporation consisting of persons who are not at that time parties Design/Build Entity will be entitled hereunder. The Design/Build Entity agrees to transfer title and deliver to the Proceeding (“disinterested directors”)Principal Representative, whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if in the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Controlmanner, at the election of the Indemnitee made in writing time, and to the Corporationextent, any determination if any, directed by the Principal Representative, such information and items which, if the Contract had been completed, would have been required to be made pursuant furnished to Section 8(b) above as to whether the Indemnitee has met Principal Representative, including: a. completed or partially completed plans, Drawings and information; and, b. materials or equipment produced or in process or acquired in connection with the applicable standard performance of conduct the Work terminated by the Notice. Other than the above, any termination inventory resulting from the termination of the Contract may, with written approval of the Principal Representative, be sold or is required to repay advanced Expenses acquired by the Design/Build Entity under the conditions prescribed by and at a price or prices approved by the Principal Representative. The proceeds of any such disposition shall be made by Independent Counsel selected as provided applied in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection reduction of any payments to be made by the Board Principal Representative to the Design/Build Entity under this Contract or shall otherwise be credited to the price or cost of Directors Work covered by this Contract or paid in such other manners as the Principal Representative may direct. Pending final disposition of property arising from the termination, the Design/Build Entity agrees to take such action as may be necessary, or as the Principal Representative may direct, for the protection and preservation of the Corporation. The party making property related to this Contract which is in the determination shall give written notice to the other party advising it possession of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, Design/Build Entity and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee State has or may acquire an interest. Any disputes as to questions of fact, which may arise hereunder, shall be deemed subject to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee Remedies provisions of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this AgreementColorado Procurement Code, §§ ▇▇-▇▇▇-▇▇▇, et seq. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnificationC.R.S., including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromamended.

Procedures. (a) In order To the extent that the Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, in addition thereto, the Indemnitee Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 Business Days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the Pledgor shall deliver such Certificated Security to the Pledgee, indorsed to the Pledgee or indorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of advancement an issuer that is not a Subsidiary of Expenses under Section 7the Pledgor, thirty will use its reasonable efforts to cause such issuer) to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex H hereto (30appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) calendar days after receipt pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (x) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (y) to perfect the security interest of the written request Pledgee under applicable law (including, in any event, under Sections 9-314(a) and (c), 9-106 and 8-106(d) of the IndemniteeUCC). The Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (x) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (y) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, delivery of such Note to the Pledgee, indorsed to the Pledgee or indorsed in blank; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof for which the Pledgee is entitled to retain pursuant to the terms of this Agreement, (i) establishment by the Pledgee of a cash account in the name of the Pledgor over which the Pledgee shall have "exclusive and absolute control" and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee) and (ii) deposit of such cash in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) belowsuch cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to Section 8(b3.2(a) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objectionhereof, the person so selected Pledgor shall act as Independent Counsel. If a written objection is made, take the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral: (i) with respect to indemnificationall Collateral of the Pledgor whereby or with respect to which the Pledgee may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that "control" of such personCollateral is obtained and at all times held by the Pledgee; and (ii) the Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) To the extent that any Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the case taking of advancement of Expenses under any action by such Pledgor) be pledged pursuant to Section 73(a) hereof and, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemniteeaddition thereto, subject to the provisions ABL/Term Intercreditor Agreement, such Pledgor shall (to the extent provided below) take the following actions as set forth below (as promptly as practicable) for the benefit of Sections 8(b) the Pledgee and 8(c) below.the other Secured Creditors: (bA) With with respect to requests a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank to the extent the interests represented by such Certificated Security are required to be pledged hereunder; (B) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), and at any time any Event of Default under the Credit Agreement has occurred and is continuing, such Pledgor shall cause the issuer of such Uncertificated Security, promptly, upon the request of the Collateral Agent, to duly authorize, execute, and deliver to the Pledgee, an agreement for indemnification under Section 2the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex F hereto (appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, indemnification if any, as shall be made unless reasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (C) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation determines that Indemnitee has not met or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the applicable standard of conduct UCC, the procedure set forth in Section 3(b)(i)(A) hereof, and (2. Any determination as to whether Indemnitee has met ) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the applicable standard of conduct UCC, the procedure set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, 3(b)(i)(B); (1D) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 any Note (other than a Note which does not have a principal amount in excess of $100,000), such Pledgor shall be made within physically deliver such Note to the 60-day period referred to Pledgee, endorsed in clause (ii) of Section 8(a) (unless extended by mutual agreement by blank, or, at the Corporation and Indemnitee). For the purpose request of the foregoing determination Pledgee, endorsed to the Pledgee; and (E) with respect to requests under cash proceeds from any of the Collateral described in Section 2 3(a) hereof, such Pledgor shall deposit of such cash in the Dominion Account or repayment of advanced Expenses, the Indemnitee shall be entitled any other Deposit Account that is subject to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding Deposit Account Control Agreement; provided that, notwithstanding anything to the contrary contained in this Section 3(b)(i), a Pledgor shall not be required to take the actions set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal ProceedingCertificated Security, had reasonable cause Uncertificated Security, Partnership Interest or Limited Liability Company Interest of a Person that is not a Subsidiary of such Pledgor to believe that his or her conduct was unlawfulthe extent the aggregate fair market value of all such Collateral does not exceed $100,000. (eii) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made In addition to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed actions required to be exclusive or taken pursuant to limit in any way Section 3(b)(i) hereof, each Pledgor shall take the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (A) with respect to indemnificationall Collateral of such Pledgor described in Sections 3(b)(i)(A) to (D) hereof, including providing whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York), such personPledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “control” of such Collateral is obtained and at all times held by the Pledgee (including, persons or entity upon reasonable advance without limitation, the delivery of Certificated Securities, accompanied by executed instruments of transfer endorsed in blank, or, at the request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available of the Pledgee, endorsed to the Indemnitee Pledgee); and (B) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code, covering all Collateral hereunder (with the form of such financing statements to be reasonably satisfactory to the Pledgee), to be filed in the relevant filing offices, so that at all times the Pledgee’s security interest in the Investment Property and reasonably necessary to such determination. Any Expenses actually and reasonably incurred other Collateral which can be perfected by the Indemnitee filing of such financing statements (in so cooperating shall each case to the maximum extent perfection by filing may be borne by obtained under the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnificationUCC) and the Corporation hereby indemnifies the Indemnitee therefromis so perfected.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, in addition thereto, the Indemnitee respective Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 Business Days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the respective Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the respective Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of advancement an issuer that is not a Subsidiary of Expenses under Section 7such Pledgor, thirty will use its reasonable efforts to cause such issuer) to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex H hereto (30appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) calendar days after receipt pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (x) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary, and (y) to perfect the security interest of the written request Pledgee under applicable law (including, in any event, under Sections 9-314(a) and (c), 9-106 and 8-106(d) of the IndemniteeUCC). The Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (x) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (y) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the Pledgee, endorsed to the Pledgee or endorsed in blank; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof for which the Pledgee is entitled to retain pursuant to the terms of this Agreement, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have “control” within the meaning of the UCC and at any time any Default or an Event of Default is in existence no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee and (ii) deposit of such cash in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) belowsuch cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to Section 8(b3.2(a) above as to whether hereof, each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “control” of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order To the extent that the Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the Pledgor) be pledged pursuant to this AgreementSection 2.1 hereof and subject to the lien and security interest granted pursuant to such Section and, in addition thereto, the Indemnitee Pledgor shall submit forthwith take the following actions as set forth below: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary) or an Instrument (other than the Hilton Note to the Corporation a written request, including in such request such documentation and information as is reasonably available extent held by the Hilton Note Custodian pursuant to the Indemnitee and is reasonably necessary to determine whether and to what extent Hilton Custodial Agreement), the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses Pledgor shall be made promptly, and promptly (but in any event within three (3) Business Days after receipt thereof by the Pledgor) physically deliver such Certificated Security or Instrument to the Administrative Agent, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent; provided that any such Certificated Security or Instrument that is in existence on the date hereof shall be delivered to the Administrative Agent on the date hereof in the foregoing required form or accompanied by the foregoing required instrument of transfer or assignment; (ii) with respect to the Hilton Note to the extent held by the Hilton Note Custodian pursuant to the Hilton Custodial Agreement, the Pledgor shall promptly (but in any event within three (3) Business Days after receipt thereof by the Pledgor) physically deliver the Custodial Trust Receipt (as defined in the Hilton Custodial Agreement) therefor to the Administrative Agent, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent, together with an undated Notice to the Custodian, substantially in the form set forth in Exhibit 4 to the Hilton Custodial Agreement, with respect to the Hilton Note duly executed in blank by the Pledgor; (iii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the Pledgor shall cause the issuer of such Uncertificated Security to promptly (but in any event within three (3) Business Days after the Pledgor acquires an interest in such Uncertificated Security) duly authorize, execute, and deliver to the Administrative Agent an agreement for the benefit of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such issuer agrees to comply with any and all instructions originated by the Administrative Agent without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other person; (iv) with respect to any Collateral consisting of a Certificated Security or Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Pledgor shall promptly (but in any event within one (1) Business Day after the Pledgor acquires an interest, beneficial or otherwise, in such Certificated Security or Uncertificated Security) notify in writing the Administrative Agent thereof and shall promptly (but in any event within three (3) Business Days after the Pledgor acquires an interest, beneficial or otherwise, in such Certificated Security or Uncertificated Security) take (x) all actions required (i) in to comply with the case applicable rules of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the such Clearing Corporation of the written request of the Indemnitee, or Securities Intermediary and (ii) to perfect the security interest of the Administrative Agent therein under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106 of the UCC) and (y) such other actions as the Administrative Agent reasonably deems necessary or desirable to effect the foregoing; (v) with respect to cash proceeds from any, or otherwise constituting, Collateral, the Pledgor shall promptly (but in any event within two (2) Business Days after receipt thereof by the Pledgor) deposit such cash in the case Collection Account or, if agreed to in writing by the Administrative Agent, (i) the Pledgor may establish another Deposit Account in the name of all other indemnification, sixty the Pledgor over which the Administrative Agent shall have Control and (60ii) calendar days the Pledgor shall promptly (but in any event within two (2) Business Days after receipt thereof by the Corporation Pledgor) deposit such cash in such Deposit Account; and (vi) with respect to any other Collateral, the Pledgor shall promptly take, or cause to be taken, such actions and shall promptly execute and deliver, or cause to be executed and delivered, such agreements, in each instance, as the Administrative Agent reasonably deems necessary or desirable to perfect the security interest of the written request of the Indemnitee, subject to the provisions of Sections 8(b) Administrative Agent therein and 8(c) belowmaintain a first priority perfected security interest therein. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporationactions required to be taken pursuant to Section 3.2(a) hereof, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination all Collateral whereby or with respect to requests under Section 2 or repayment of advanced Expenseswhich the Administrative Agent may obtain Control thereof, the Indemnitee Pledgor shall take all actions as may be entitled reasonably requested from time to a presumption time by the Administrative Agent so that he or she has met Control of such Collateral is obtained and at all times held by the applicable standard of conduct set forth in Section 2 and is entitled to indemnificationAdministrative Agent. (c) Notwithstanding anything If the Pledgor shall acquire (by purchase, exchange or otherwise) any additional Collateral at any time or from time to time after the contrary date hereof, the Pledgor will forthwith thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in this AgreementSection 3.2, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, and will promptly deliver to the Administrative Agent all information and other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person items reasonably requested with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedthereto. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, Administrative Agent shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. appoint one or more sub-agents or bailees for the purpose of retaining physical possession of any Collateral, which may be held (gin the discretion of the Administrative Agent) The Indemnitee shall cooperate with in the personname of the Pledgor, persons endorsed or entity making such determination with respect to assigned in blank or in favor of the Indemnitee’s entitlement to indemnification, including providing to such person, persons Administrative Agent or entity upon reasonable advance request any documentation nominee or information which is not privileged nominees of the Administrative Agent or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred a sub-agent or bailee appointed by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromAdministrative Agent.

Procedures. (a) In order to obtain indemnification or advancement After receipt of Expenses pursuant to this Agreementthe Notice of termination, the Indemnitee Contractor shall, to the extent appropriate to the termination, cancel outstanding commitments hereunder covering the procurement of materials, supplies, equipment and miscellaneous items. In addition, the Contractor shall exercise all reasonable diligence to accomplish the cancellation or diversion of all applicable outstanding commitments covering personal performance of any Work terminated by the Notice. With respect to such canceled commitments, the Contractor agrees to: 1. settle all outstanding liabilities and all claims arising out of such cancellation of commitments, with approval or ratification of the Principal Representative, to the extent he or she may require, which approval or ratification shall be final for all purposes of this clause; and, 2. assign to the State, in the manner, at the time, and to the extent directed by the Principal Representative, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the State shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. The Contractor shall submit his or her termination claim to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days Principal Representative promptly after receipt of a Notice of termination, but in no event later than three (3) months from the effective date thereof, unless one or more extensions in writing are granted by the Corporation of the Principal Representative upon written request of the IndemniteeContractor within such three-month period or authorized extension thereof. Upon failure of the Contractor to submit his or her termination claim within the time allowed, the Principal Representative may determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined. Costs claimed, agreed to, or (ii) determined pursuant to the preceding and following paragraph shall be in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to accordance with the provisions of Sections 8(b) the Colorado Procurement Code or the applicable procurement code for institutions of higher education. Subject to the preceding provisions, the Contractor and 8(c) below. (b) With respect the Principal Representative may agree upon the whole or any part of the amount or amounts to requests be paid to the Contractor by reason of the termination under this clause, which amount or amounts may include any reasonable cancellation charges thereby incurred by the Contractor and any reasonable loss upon outstanding commitments for indemnification under Section 2personal services which he or she is unable to cancel; provided, indemnification however, that in connection with any outstanding commitments for personal services which the Contractor is unable to cancel, the Contractor shall have exercised reasonable diligence to divert such commitments to other activities and operations. Any such agreement shall be made unless embodied in an Amendment to this Contract and the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, Contractor shall be madepaid the agreed amount. The State may from time to time, under such terms and conditions as it may prescribe, make partial payments against costs incurred by the Contractor in connection with the termination portion of this Contract, whenever, in the discretion opinion of the Board Principal Representative, the aggregate of Directors of such payments is within the Corporation, (1) by a majority vote of amount to which the directors of the Corporation consisting of persons who are not at that time parties Contractor will be entitled hereunder. The Contractor agrees to transfer title and deliver to the Proceeding (“disinterested directors”)State, whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if in the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Controlmanner, at the election of the Indemnitee made in writing time, and to the Corporationextent, any determination if any, directed by the Principal Representative, such information and items which, if the Contract had been completed, would have been required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice furnished to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice mayState, within seven (7) days after such written notice of selection shall have been givenincluding: a. completed or partially completed plans, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, Drawings and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, information; and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.,

Procedures. (After receipt of the Notice of termination, the Contractor shall, to the extent appropriate to the termination, cancel outstanding commitments hereunder covering the procurement of materials, supplies, equipment and miscellaneous items. In addition, the Contractor shall exercise all reasonable diligence to accomplish the cancellation or diversion of all applicable outstanding commitments covering personal performance of any Work terminated by the Notice. With respect to such canceled commitments, the Contractor agrees to: a) In order Settle all outstanding liabilities and all claims arising out of such cancellation of commitments, with approval or ratification of the Principal Representative, to obtain indemnification the extent he or advancement she may require, which approval or ratification shall be final for all purposes of Expenses pursuant this clause; and, b) Assign to this Agreementthe State, in the Indemnitee manner, at the time, and to the extent directed by the Principal Representative, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the State shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. The Contractor shall submit his or her termination claim to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days Principal Representative promptly after receipt of a Notice of termination, but in no event later than three (3) months from the effective date thereof, unless one or more extensions in writing are granted by the Corporation of the Principal Representative upon written request of the IndemniteeContractor within such three-month period or authorized extension thereof. Upon failure of the Contractor to submit his or her termination claim within the time allowed, the Principal Representative may determine, on the basis of information available to them, the amount, if any, due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined. Costs claimed, agreed to, or (ii) determined pursuant to the preceding and following paragraph shall be in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to accordance with the provisions of Sections 8(b) the Colorado Procurement Code or the applicable procurement code for institutions of higher education. Subject to the preceding provisions, the Contractor and 8(c) below. (b) With respect the Principal Representative may agree upon the whole or any part of the amount or amounts to requests be paid to the Contractor by reason of the termination under this clause, which amount or amounts may include any reasonable cancellation charges thereby incurred by the Contractor and any reasonable loss upon outstanding commitments for indemnification under Section 2personal services which he or she is unable to cancel; provided, indemnification however, that in connection with any outstanding commitments for personal services which the Contractor is unable to cancel, the Contractor shall have exercised reasonable diligence to divert such commitments to other activities and operations. Any such agreement shall be made unless embodied in an Amendment to this Contract and the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, Contractor shall be madepaid the agreed amount. The State may from time to time, under such terms and conditions as it may prescribe, make partial payments against costs incurred by the Contractor in connection with the termination portion of this Contract, whenever, in the discretion opinion of the Board Principal Representative, the aggregate of Directors of such payments is within the Corporation, (1) by a majority vote of amount to which the directors of the Corporation consisting of persons who are not at that time parties Contractor will be entitled hereunder. The Contractor agrees to transfer title and deliver to the Proceeding (“disinterested directors”)State, whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if in the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Controlmanner, at the election of the Indemnitee made in writing time, and to the Corporationextent, any determination if any, directed by the Principal Representative, such information and items which, if the Contract had been completed, would have been required to be made pursuant furnished to Section 8(bthe State, including: a) above as to whether Completed or partially completed plans, Drawings and information; and, b) Materials or equipment produced or in process or acquired in connection with the Indemnitee has met performance of the applicable standard Work terminated by the Notice. Other than the above, any termination inventory resulting from the termination of conduct the Contract may, with written approval of the Principal Representative, be sold or is required to repay advanced Expenses acquired by the Contractor under the conditions prescribed by and at a price or prices approved by the Principal Representative. The proceeds of any such disposition shall be made by Independent Counsel selected as provided applied in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection reduction of any payments to be made by the Board State to the Contractor under this Contract or shall otherwise be credited to the price or cost of Directors Work covered by this Contract or paid in such other manners as the Principal Representative may direct. Pending final disposition of property arising from the termination, the Contractor agrees to take such action as may be necessary, or as the Principal Representative may direct, for the protection and preservation of the Corporation. The party making property related to this Contract which is in the determination shall give written notice to the other party advising it possession of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, Contractor and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee State has or may acquire an interest. Any disputes as to questions of fact, which may arise hereunder, shall be deemed subject to have met the Remedies provisions of the Colorado Procurement Code or the applicable standard procurement code for institutions of conduct set forth in this Agreementhigher education. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. Except with respect to Permitted Transfers (ato which this Paragraph 13.d. shall not apply), if Tenant desires to assign this Lease or any interest therein or sublet all or part of the Premises, Tenant shall give Landlord written notice thereof and the terms proposed, together with a current financial statement of such proposed assignee or subtenant and any other information reasonably requested by Landlord. Landlord shall have the prior right and option (to be exercised by written notice to Tenant given within fifteen (15) In order to obtain indemnification or advancement Business Days after receipt of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within Tenant’s notice) (i) to terminate this Lease in its entirety (in the case of advancement of Expenses under Section 7, thirty (30any proposed assignment) calendar days after receipt by or as it pertains to the Corporation portion of the written request Premises so proposed by Tenant to be sublet (in the case of any proposed sublet), whereupon Tenant shall be released from any further obligation or liability under this Lease (in the case of any proposed assignment) or as it pertains to the portion of the IndemniteePremises so proposed by Tenant to be sublet (in the case of any proposed sublet) except to the extent that such liability, by its terms, survives the expiration or earlier termination of this Lease; or (ii) in to approve or reasonably disapprove the case proposed assignment or sublease. If Landlord fails to exercise any such option to terminate, this shall not be construed as or constitute a waiver of all other indemnification, sixty (60) calendar days after receipt by the Corporation any of the written request provisions of Paragraphs 13.a., b., c. or d. herein. If Landlord exercises any option to terminate, any costs of demising the portion of the IndemniteePremises affected by such subleasing or termination shall be borne by Landlord. In addition, subject to the provisions of Sections 8(bParagraph 13.c., Landlord shall have no liability for any real estate brokerage commission(s) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose any of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption costs and expenses that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall Tenant may have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay proposed assignment or subletting, and Tenant agrees to indemnify, defend and hold Landlord and all other Indemnitees harmless from and against any and all reasonable Claims (as defined in Paragraph 13.b. below), including, without limitation, claims for commissions, arising from such proposed assignment or subletting. Landlord’s foregoing rights and necessary Expenses incident to options shall continue throughout the procedures entire term of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedLease. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order If requested by the Administrative Agent upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, each Direct Investor shall deliver to obtain indemnification the Administrative Agent, to be held for sale, or advancement return in the event the Sale is not consummated, upon the terms of Expenses this Section 3, the Shares held by such Direct Investor, duly endorsed, together with a power-of-attorney authorizing the Administrative Agent to sell or otherwise dispose of such shares pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether Sale and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlytake all actions necessary, and in any event within (i) in the case of advancement of Expenses under Section 7to execute and deliver all documents necessary, thirty (30) calendar days after receipt by the Corporation to sell or otherwise dispose of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject shares to the provisions of Sections 8(b) and 8(c) belowbe sold pursuant to such Sale. (b) With respect Each Direct Investor hereby agrees to requests cooperate in consummating the Sale, including, without limitation, by becoming a party to the sale agreement and all other appropriate related agreements, delivering any instruments for indemnification under Section 2the Shares, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard duly endorsed for transfer, free and clear of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2all liens and encumbrances, and any determination that advanced Expenses must be subsequently repaid voting or consenting in favor of such transaction (to the Corporationextent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, shall be madeincluding the execution and delivery of any other appropriate agreements, in the discretion of the Board of Directors of the Corporationcertificates, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation instruments and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnificationother documents. (c) Promptly after the consummation of the sale of shares of the Administrative Agent and each Direct Investor pursuant to this Section 3, the Administrative Agent (x) shall give notice thereof to each Direct Investor and (y) shall remit to each Direct Investor the total sales price of the Shares of such Direct Investor sold pursuant thereto (after deduction of each Direct Investor’s proportionate share of (i) the expenses associated with such sale, (ii) amounts paid into escrow or held back, in the reasonable determination of the Administrative Agent, for indemnification or post-closing expenses, and (iii) amounts subject to post-closing purchase price adjustments, based on the number of Shares sold by each Direct Investor in relation to the total number of shares being sold pursuant to this Section 3). Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided contained in this Section 8(c). The Independent Counsel shall 3, in the event that all or a portion of the purchase price of the shares being sold pursuant to the Sale consists of non-cash consideration, the Administrative Agent may, at its option, cause to be selected delivered to each Direct Investor, in lieu of such non-cash consideration allocable to the shares being sold pursuant to the Sale, cash in an amount equal to the fair market value of such non-cash consideration, as reasonably determined by the IndemniteeAdministrative Agent; provided, unless that if such non-cash consideration allocable to the Indemnitee shall request that shares being sold pursuant to the Sale may not in the opinion of the Administrative Agent be transferred lawfully without a Direct Investor effecting regulatory compliance procedures (including, without limitation, preparation, registration or pre-registration of disclosure documentation), the fair market value of such selection be made non-cash consideration, as determined in good faith by the Company’s Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing paid to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to Direct Investor in lieu of such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromnon-cash consideration.

Procedures. (a) In order Certificates which represent shares of Seller Common Stock that are outstanding immediately prior to obtain indemnification or advancement the Effective Time (each, in each case, a "Certificate") and are converted into shares of Expenses Buyer Common Stock pursuant to this AgreementArticle II shall, after the Indemnitee shall submit Effective Time, be deemed to represent shares of the Corporation a written request, including in Buyer Common Stock into which such request such documentation shares have been converted and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlyexchangeable by the holders thereof in the manner provided in the transmittal materials described below for new certificates representing the shares of Buyer Common Stock into which such shares have been converted. (b) Buyer shall use all reasonable efforts to cause the Exchange Agent to send to each holder of record of shares of Seller Common Stock outstanding at the Effective Time as promptly as practicable, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar three days after receipt by the Corporation Effective Time, transmittal materials (which shall be reviewed with and be reasonably acceptable to Seller) for use in exchanging the Certificates for such shares for certificates for shares of Buyer Common Stock into which such shares of Seller Common Stock have been converted pursuant to this Article II. Upon surrender of a Certificate, together with a duly executed letter of transmittal and any other required documents, the written request holder of such Certificate shall be entitled to receive, in exchange therefor, a certificate for the Indemniteenumber of shares of Buyer Common Stock to which such holder is entitled, and such Certificate shall forthwith be canceled. No dividend or (ii) other distribution payable after the Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof surrenders such Certificate in accordance with the case provisions of this Article II and the transmittal materials, at which time such holder shall receive all other indemnificationdividends and distributions, sixty (60) calendar days after receipt by without interest thereon, previously payable but withheld from such holder pursuant hereto. After the Corporation Effective Time, there shall be no transfers on the stock transfer books of Seller of shares of Seller Common Stock which were issued and outstanding at the written request of the Indemnitee, subject Effective Time and converted pursuant to the provisions of Sections 8(b) and 8(c) below. (b) With respect this Article II. If, after the Effective Time, Certificates are presented for transfer to requests for indemnification under Section 2Seller, indemnification they shall be made unless canceled and exchanged for the Corporation determines that Indemnitee has not met shares of Buyer Common Stock deliverable in respect thereof as determined in accordance with the applicable standard of conduct provisions and procedures set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnificationthis Article II. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election In lieu of the Indemnitee made in writing to the Corporation, any determination required to be made issuance of fractional shares of Buyer Common Stock pursuant to Section 8(b2.09(a) above as hereof, cash adjustments, without interest, will be paid to whether the Indemnitee has met holders of Seller Common Stock in respect of any fractional share that would otherwise be issuable and the applicable standard amount of conduct or is required to repay advanced Expenses such cash adjustment shall be made equal to an amount in cash determined by Independent Counsel selected as provided multiplying such holder's fractional interest by the Average Closing Price (rounded up to the nearest cent). For purposes of determining whether, and in what amounts, a particular holder of Seller Common Stock would be entitled to receive cash adjustments under this Section 8(c2.11(c). The Independent Counsel , shares of record held by such holder and represented by two or more Certificates shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedaggregated. (d) The termination After the Effective Time, holders of Seller Common Stock shall have no rights as stockholders of Seller, other than (i) to receive shares of Buyer Common Stock into which such shares of Seller Common Stock have been converted and fractional share payments, if any, pursuant to the provisions of Section 2.11(c) above and (ii) the rights afforded to any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Dissenting Holder under applicable provisions of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulMBCL. (e) Indemnitee Notwithstanding the foregoing, neither Buyer nor Seller nor any other person shall be deemed liable to have acted in good faith if Indemnitee’s action is based on the records any former holder of shares of Seller Common Stock for any shares or books of account of the Corporation any dividends or its affiliatesdistributions with respect thereto properly delivered to a public official pursuant to applicable abandoned property, including financial statements, escheat or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreementsimilar laws. (f) The knowledge and/or actionsIn the event any Certificate shall have been lost, stolen or failure destroyed, upon receipt of appropriate evidence as to actsuch loss, theft or destruction and to the ownership of any directorsuch Certificate by the person claiming such Certificate to be lost, officerstolen or destroyed, agent and the receipt by Buyer of appropriate and customary indemnification, Buyer will issue in exchange for such lost, stolen or employee destroyed Certificate shares of Buyer Common Stock and the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under fractional share payment, if any, deliverable in respect thereof as determined in accordance with this AgreementArticle II. (g) The Indemnitee If any certificate representing shares of Buyer Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall cooperate with be a condition of the personissuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer (including, persons but not limited to, that the signature of the transferor shall be properly guaranteed by a commercial bank, trust company or entity making member firm of the NYSE, and that the person requesting such determination with respect exchange shall pay to the Indemnitee’s entitlement Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to indemnification, including providing to the reasonable satisfaction of the Exchange Agent that such person, persons tax has been paid or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrompayable.

Procedures. (a) In order to obtain indemnification or advancement of Expenses If the Company shall request inclusion in any registration pursuant to Section 3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 3, the Initiating Holders or Vulcan (pursuant to its right under Section 3.1(B)) shall, on behalf of all Holders, offer to include such securities in the underwritten offering and may condition such offer on their acceptance of the further applicable provisions of this Agreement. In connection with an underwritten offering hereunder, the Indemnitee Company shall submit (together with all Holders and other persons proposing to distribute their securities through such underwritten offering) enter into an underwriting agreement in customary form (including customary indemnification and contribution provisions) with the Corporation lead representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a written requestmajority in interest of the Initiating Holders or Vulcan (pursuant to its right under Section 3.1(B)). Notwithstanding any other provision of this Section 3, including if the lead representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be included in such request such documentation and information as is reasonably available underwritten offering, the number of shares to be included in the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses underwritten offering shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct allocated as set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel10 hereof. If a Holder who has requested inclusion in such registration as provided above does not agree to the terms of any such underwritten offering, such Holder shall be excluded therefrom by written objection is madenotice from the Company, the Independent Counsel lead representative of the underwriters or the Initiating Holders. If shares are so selected may not serve excluded from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as Independent Counsel unless and until a court has determined that result of marketing factors pursuant to this Section 3.4, then the Company shall offer to all Holders who have retained rights to include Registrable Securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares of Registrable Securities so excluded, with such objection is without merit. If, within twenty (20) days after submission by the Indemnitee shares of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, Registrable Securities to be allocated among such Holders requesting additional inclusion in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedSection 10. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order Acquiror shall have the right to obtain indemnification or advancement assume and conduct the defense of Expenses pursuant each of the Matters with counsel selected by ▇▇▇▇▇▇▇▇ and reasonably satisfactory to this Agreementthe Stockholder Representative; provided that the Stockholder Representative may still participate in, but not control, the Indemnitee defense of the Matters at the cost and expense of the Stockholder Representative. Notwithstanding the foregoing, Acquiror shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is not be entitled to indemnification assume the defense of any Matter if assuming the defense would impose equitable, injunctive or advancement of Expenses. Any such indemnification other nonmonetary relief on any Holder or advancement of Expenses shall be made promptlyits Affiliates or if it would impose criminal liability or damages on any Holder or its Affiliates, and in any event within such case, the Stockholder Representative shall have the right to defend such Matter at the Stockholder Representative’s expense. If the Stockholder Representative has assumed such defense as provided in this Section 7.3(a), the Holders will not be liable for any legal expenses (including fees of any separate counsel) subsequently incurred by Acquiror or its Affiliates in connection with the defense of such Matter unless (i) the employment of such counsel shall have been specifically authorized in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt writing by the Corporation of the written request of the IndemniteeStockholder Representative, or (ii) in the case named parties to the Matter (including any impleaded parties) include both Acquiror or its Affiliate, on the one hand, and any Holder or its Affiliate, on the other hand, and Acquiror reasonably determines that representation by counsel to the Holders of all other indemnificationboth the Holders and Acquiror (or its Affiliate) would present such counsel with a conflict of interest. With respect to any Matter for which the Stockholder Representative is responsible for the defense, sixty (60) calendar days after receipt by Acquiror shall use commercially reasonable efforts to make available to the Corporation Stockholder Representative the books and records of the written request of the Indemnitee, subject Company and its Subsidiaries relating to the provisions of Sections 8(b) and 8(c) belowsuch Matter. (b) With respect Each of Acquiror and the Stockholder Representative shall reasonably cooperate with the other party in the defense of the Matters and use its commercially reasonable efforts to requests avoid production of confidential information and preserve any applicable attorney-client or work-product privilege. The party responsible for indemnification under Section 2, indemnification the defense of any Matter (i) shall be made unless keep the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination other party reasonably informed as to whether Indemnitee has met the applicable standard status of conduct set forth in Section 2such Matter, including providing copies of all written correspondence regarding such Matter and all bona fide settlement negotiations and offers relating to such Matter, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) shall not consent to the entry of Section 8(a) (unless extended by mutual agreement by any judgment or enter into any settlement or compromise without the Corporation and Indemnitee). For the purpose prior written consent of the foregoing determination with respect other party (such consent not to requests under Section 2 be unreasonably withheld, conditioned or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnificationdelayed). (c) Notwithstanding anything to the contrary set forth in The indemnification required under this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses ARTICLE VII shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected prompt payment by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors Stockholder Representative (on behalf of the Corporation. The party making Holders) following the determination shall give written notice earlier of (i) a final, non-appealable judgment or other assessment by a competent Governmental Authority relating to the applicable Matter and (ii) the effectiveness of a settlement or other party advising it compromise of the identity of the Independent Counsel so selected. The party receiving such notice mayapplicable Matter, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, each case duly approved in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedSection 7.3(b)(ii). (d) The termination Holders’ indemnity obligations pursuant to this ARTICLE VII shall survive (i) for the First Matter until there is a final, non-appealable judgment in the lawsuits or other voluntary dismissal or release of any Proceeding all claims at issue in the lawsuits, whether by judgmentsettlement or otherwise, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (ii) for the Indemnitee did not act in good faith and in a manner that Second Matter until the Indemnitee reasonably believed to be in, or not opposed to, the best interests later of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. third (e3rd) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account anniversary of the Corporation Closing Date or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers final determination of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination liability with respect to the Indemnitee’s entitlement to indemnificationTax years under audit in respect of the Second Matter, including providing to such personand (iii) for the Third Matter until (A) receipt of a final non-appealable judgment or other assessment by the IRS or (B) the effectiveness of a settlement or other compromise with the IRS, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available in each case with respect to the Indemnitee Third Matter and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee duly approved in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromaccordance with Section 7.3(b)(ii).

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) in with respect to a Limited Liability Company Interest credited on the case books of advancement a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (1) to comply with the applicable rules of Expenses under Section 7, thirty such Clearing Corporation and (302) calendar days after receipt by to perfect the Corporation security interest of the written request Pledgee under applicable law (including, in any event, under Sections 9-115 (4)(a) -6- and (b), 9-115 (1)(e) and ▇-▇▇▇ (▇) of the Indemnitee, UCC). Each Pledgor further agrees to take such actions as the Pledgee reasonably deems necessary or desirable to effect the foregoing; (ii) with respect to a Limited Liability Company Interest (other than a Limited Liability Company Interest credited on the books of a Clearing Corporation), (1) if such Limited Liability Company Interest is represented by a certificate, the respective Pledgor shall physically deliver such certificate to the Pledgee, indorsed to the Pledgee or indorsed in blank and (2) if such Limited Liability Company Interest is not represented by a certificate, the respective Pledgor shall cause the issuer of such Limited Liability Company Interest to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the Secured Creditors substantially in the case form of Annex C hereto (appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all other indemnification, sixty (60) calendar days after receipt instructions originated by the Corporation Pledgee without further consent by the registered owner and not to comply with instructions regarding such Limited Liability Company Interest originated by any other Person other than a court of competent jurisdiction (PROVIDED that the Pledgee agrees with each Pledgor which executes any such agreement that it shall not give any instructions to any issuer pursuant to any such agreement except upon the instruction of such Pledgor unless a Noticed Event of Default has occurred and is continuing); and (iii) with respect to cash, only when a Noticed Event of Default has occurred and is continuing (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the written request of the Indemnitee, subject to the provisions of Sections 8(bPledgee) and 8(c(ii) belowdeposit of such cash in such cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to Section 8(b) above as to whether 3.2(a), each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that "control" of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information on form covering all Collateral hereunder (with the form of such financing statements to be reasonably satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-115(4)(b) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct The indemnity set forth in Section 213.1 shall not apply unless the Licensee claiming the right to indemnification notifies Licensor in writing of any and all claims of infringement within a reasonable time, not to exceed 60 days, after being informed or having received notice of them and reasonably cooperates with Licensor (at no out-of-pocket expense to Licensee). Any determination as Licensor shall notify Licensee within 30 days after being informed or becoming aware of any claims of infringement relating to whether Indemnitee has met the applicable standard Licensed Products. 13.2.1 Licensor shall, in its reasonable discretion, control the defense against claim(s) of conduct set forth in Section 2infringement, for which it is required to provide indemnification hereunder, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be maderesponsible for related cost and attorneys' fees. Licensor shall, in its reasonable discretion, have the discretion right to settle such claim(s) of infringement, provided that the final settlement permits the continued, uninterrupted use of the Board of Directors of the Corporation, (1) Licensed Products by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) Licensee and its sublicensees as contemplated by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if and no additional costs will be incurred by Licensee as a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis result of such assertion. Absent settlement. 13.2.2 Licensor shall pay all resulting costs or damages incurred by Licensee or sublicensees awarded by a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction in favor of third parties and attributable to claim(s) of infringement for resolution which Licensor is required to provide indemnification hereunder. 13.2.3 Licensor shall, upon a decision by a court of any objection competent jurisdiction that the Licensed Products are infringing, which shall have been made by decision impairs or prevents Licensee's or sublicensees' use of the Corporation or Licensed Products under the Indemnitee terms and conditions of this Agreement, at Licensor's sole cost, (i) make modification(s) to the other’s selection of Independent Counsel and/or Licensed Product(s) so that they are non-infringing, (ii) secure a non-infringing license for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless use of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding Licensed Products by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith Licensee and in a manner that the Indemnitee reasonably believed to be insublicensees, or not opposed to(iii) provide an alternative solution(s), the best interests of the Corporation, and, with respect at no additional cost to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.Licensee,

Procedures. (a) In order Certificates which represent shares of Seller Common Stock that are outstanding immediately prior to obtain indemnification or advancement the Effective Time (a "CERTIFICATE") and are converted into shares of Expenses Buyer Common Stock pursuant to this AgreementArticle II shall, after the Indemnitee shall submit Effective Time, be deemed to the Corporation a written request, including in represent shares of Buyer Common Stock into which such request such documentation shares have been converted and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlyexchangeable by the holders thereof in the manner provided in the transmittal materials described below for new certificates representing the shares of Buyer Common Stock into which such shares have been converted. (b) Buyer shall use all reasonable efforts to cause the Exchange Agent to send to each holder of record of shares of Seller Common Stock outstanding at the Effective Time as promptly as practicable, and in any event within ten (10) days after the Effective Time, transmittal materials (which shall be reviewed with and be reasonably acceptable to Seller) for use in exchanging the certificates for such shares for certificates for shares of Buyer Common Stock into which such shares of Seller Common Stock have been converted pursuant to this Article II. Upon surrender of a Certificate, together with a duly executed letter of transmittal, and any other required documents, the holder of such Certificate shall be entitled to receive, in exchange therefor (i) a certificate representing that number of shares of Buyer Common Stock to which such holder of Seller Common Stock shall have become entitled pursuant to Section 2.06(b)(i) hereof, and such Certificate as surrendered shall forthwith be canceled, and (ii) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation right to receive in respect of the written request Certificate surrendered pursuant to the provisions of Section 2.10(f) hereof. No dividend or other distribution payable after the Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof surrenders such Certificate, at which time such holder shall receive all dividends and distributions, without interest thereon, previously payable but withheld from such holder pursuant hereto. After the Effective Time, there shall be no transfers on the stock transfer books of the IndemniteeSeller of shares of Seller Common Stock which were issued and outstanding at the Effective Time and converted pursuant to the provisions of this Article II. If, after the Effective Time, Certificates are presented for transfer to the Seller, they shall be canceled and exchanged for the shares of Buyer Common Stock deliverable in respect thereof as determined in accordance with the provisions and procedures set forth in this Article II. (c) After the Effective Time, holders of certificates of Seller Common Stock shall cease to be, and shall have no rights as, stockholders of the Seller, other than (i) to receive shares of Buyer Common Stock into which such shares have been converted and, if applicable, fractional share payments pursuant to the provisions hereof, or (ii) in the case of all other indemnification, sixty rights afforded to any Dissenting Holder (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (202.06(c)) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery under applicable provisions of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedMBCL. (d) The termination Neither the Buyer nor the Seller nor any other person shall be liable to any former holder of shares of Seller Common Stock for any Proceeding by judgment, order, settlement, conviction shares or upon a plea of nolo contendere any dividends or its equivalent, shall not, of itself, 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 Corporation, and, distributions with respect thereto properly delivered to any criminal Proceedinga public official pursuant to applicable abandoned property, had reasonable cause to believe that his escheat or her conduct was unlawfulsimilar laws. (e) Indemnitee In the event any Certificate shall be deemed have been lost, stolen or destroyed, upon receipt of appropriate evidence as to have acted in good faith if Indemnitee’s action is based on such loss, theft or destruction and to the records or books ownership of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee such Certificate by the officers of person claiming such Certificate to be lost, stolen or destroyed, and the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care receipt by the Corporation Buyer of appropriate and customary indemnification, the Buyer will issue in exchange for such lost, stolen or its affiliates. The provisions destroyed Certificate shares of Buyer Common Stock and the fractional share payment, if any, deliverable with respect thereof, as determined in accordance with this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this AgreementArticle II. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee In lieu of the Corporation or its affiliates shall not be imputed issuance of fractional shares of Buyer Common Stock pursuant to Indemnitee for purposes Section 2.06(b) of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect cash adjustments, without interest, will be paid to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective holders of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.Seller

Procedures. (a) In order to obtain indemnification or advancement Conversion of Expenses pursuant to this Agreement, the Indemnitee shall submit Notes may be effected by any Holder upon the surrender to the Corporation Company at the principal office of the Company or at the office of any agent or agents of the Company, as may be designated by the Company, of the Note to be converted accompanied by a written request, including notice stating that such Holder elects to convert all or a specified amount of such Note in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to accordance with the provisions of Sections 8(b) this Section 3 and 8(c) below. (b) With respect specifying the name or names in which such Holder wishes the certificate or certificates for Ordinary Shares to requests for indemnification under Section 2be issued. In case such notice shall specify a name or names other than that of such Holder, indemnification such notice shall be made unless accompanied by payment of all transfer Taxes payable upon the Corporation determines that Indemnitee has not met the applicable standard issuance of conduct set forth Ordinary Shares in Section 2such name or names. Any determination as Other than such Taxes for transfers to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expensesother Persons, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall Company will pay any and all reasonable issue and necessary Expenses incident other Taxes (other than Taxes based on income) that may be payable in respect of any issue or delivery of Ordinary Shares on conversion of Notes pursuant hereto. As promptly as practicable, after the surrender of such Note and the receipt of such notice relating thereto and, if applicable, payment of all transfer Taxes for transfers to other Persons (or the demonstration to the procedures of this paragraph, regardless satisfaction of the manner in Company that such Taxes have been paid), the Company shall deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and nonassessable Ordinary Shares to which such Independent Counsel was selected or appointed. the Holder of Notes being converted shall be entitled pursuant to the Conversion Ratio and (dii) The termination if less than the full amount of any Proceeding the Note evidenced by judgmentthe surrendered Note is being converted, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall notnew Note, of itselflike tenor, create a presumption that in the Indemnitee did not act in good faith and in a manner that principal Face Amount of such surrendered Note less the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee principal amount being converted. Such conversion shall be deemed to have acted in good faith if Indemnitee’s action is based been made at the close of business on the records or books date of account giving such notice and of such surrender of the Corporation or its affiliates, including financial statements, or on information supplied Note to Indemnitee by be converted so that the officers rights of the Corporation or its affiliates in Holder thereof as to the course of their duties, or on the advice of legal counsel amount being converted shall cease except for the Corporation or its affiliates or on information or records given or reports made right to receive Ordinary Shares in accordance herewith, and the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with Person entitled to receive the reasonable care by Ordinary Shares shall be treated for all purposes as having become the Corporation or its affiliatesrecord holder of such Ordinary Shares at such time. The provisions of this Section 8(e) Company shall not be deemed required to convert, and no surrender of Notes shall be exclusive or to limit in any way effective for that purpose, while the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee transfer books of the Corporation or its affiliates Company for the Ordinary Shares are closed for any purpose (but not for any period in excess of five calendar days); but the surrender of Notes for conversion during any period while such books are so closed shall not be imputed to Indemnitee become effective for purposes conversion immediately upon the reopening of determining such books, as if the right to indemnification under this Agreementconversion had been made on the date such Notes were surrendered, and at the Conversion Ratio in effect on the date of such surrender. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (ai) In order The Borrower shall notify the Administrative Agent of any Borrowing by way of Bankers’ Acceptances in accordance with Section 2.02. (ii) To facilitate availment of the Borrowings by way of Bankers’ Acceptances, the Borrower hereby appoints each Lender as its attorney to obtain indemnification or advancement sign and endorse on its behalf (for the purpose of Expenses acceptance and purchase of Bankers’ Acceptances pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Lender, blank forms of Bankers’ Acceptances. In this respect, it is each Lender’s responsibility to maintain an adequate supply of blank forms of Bankers’ Acceptances for acceptance under this Agreement. The Borrower recognizes and agrees that all Bankers’ Acceptances signed and/or endorsed on its behalf by a Lender shall bind the Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Borrower. Each Lender is hereby authorized (for the purpose of acceptance and purchase of Bankers’ Acceptances pursuant to this Agreement) to issue such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Bankers’ Acceptances required to be accepted and purchased by such Lender. On request by the Borrower, a Lender shall cancel all forms of Bankers’ Acceptances which have been pre-signed or pre-endorsed by or on behalf of the Borrower and which are held by such Lender and have not yet been issued in accordance herewith. Each Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Lender. Each Lender shall maintain a record with respect to Bankers’ Acceptances held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Lender agrees to provide such records to the Borrower at the Borrower’s expense upon request. (iii) Bankers’ Acceptances shall be signed by a duly authorized officer or officers of the Borrower or by its attorneys, including its attorneys appointed pursuant to Section 2.12 above. Notwithstanding that any person whose signature appears on any Bankers’ Acceptance as a signatory for the Borrower may no longer be an authorized signatory for the Borrower at the date of issuance of a Bankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Bankers’ Acceptance so signed shall be binding on the Borrower. (iv) Promptly following receipt of a Loan Notice or Notice of Rollover/Conversion in respect of Bankers’ Acceptances the Administrative Agent shall advise each Lender of the aggregate face amount of Bankers’ Acceptances to be accepted by it, the Indemnitee terms thereof, and the BA Discount Proceeds in respect thereof. The aggregate face amount of Bankers’ Acceptances to be accepted by a Lender in respect of any Borrowing by way of Bankers’ Acceptances shall submit be equal to such Lender’s ratable share of the aggregate face amount of all Bankers’ Acceptances to be accepted pursuant to such Borrowing, except that if the face amount of a Bankers’ Acceptance which would otherwise be accepted by a Lender would not be CN$100,000 or a larger multiple thereof, such face amount shall be increased or reduced by the Administrative Agent in its discretion to the Corporation nearest multiple of CN$100,000. (v) Each Bankers’ Acceptance to be accepted by a written requestLender shall be accepted at its Applicable Lending Office. (vi) On the date of each issuance of Bankers’ Acceptances in accordance with this Section 2.12, including in such request such documentation and information as is reasonably available each Lender shall purchase from the Borrower each Bankers’ Acceptance accepted by it for a purchase price equal to the Indemnitee and is reasonably necessary to determine whether and to what extent applicable BA Discount Proceeds determined on the Indemnitee is entitled to indemnification or advancement basis of Expenses. Any such indemnification or advancement of Expenses shall be made promptlythe Applicable BA Discount Rate, and (except to the extent such BA Discount Proceeds are being applied to repay maturing Bankers’ Acceptances in accordance with Section 2.12(b)(ix)) shall remit to the Administrative Agent in accordance with Section 2.02(b) the BA Discount Proceeds so determined less the Acceptance Fee payable by the Borrower to such Lender under Section 2.12(d) in respect of such Bankers’ Acceptances. (vii) Each Lender may at any event within time and from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it (iit being understood that no holder thereof shall have any rights or obligations hereunder or under any of the other Loan Documents (other than its Bankers’ Acceptances) unless any such holder is a Lender. (viii) The Borrower waives presentment for payment and any other defense to payment of any amounts then due to a Lender in respect of a Bankers’ Acceptance accepted and purchased by it pursuant to this Agreement which might exist solely by reason of such Bankers’ Acceptance being held, at the maturity thereof, by such Lender in its own right, and the Borrower agrees not to claim any days of grace if such Lender as holder sues the Borrower on the Bankers’ Acceptances for payment of the amount payable by the Borrower thereunder. (ix) At or before 9:30 A.M. two Business Days before the BA Maturity Date of any Bankers’ Acceptances, the Borrower shall give to the Administrative Agent notice (a “Notice of Rollover/Conversion”) specifying either that (A) the Borrower intends to repay the maturing Bankers’ Acceptances on the applicable BA Maturity Date, (B) that the Borrower intends to issue new Bankers’ Acceptances on the applicable BA Maturity Date to provide for the payment of the maturing Bankers’ Acceptances or (C) the Borrower intends to have all or a portion of the face amount of the maturing Bankers’ Acceptances converted to a Canadian Prime Rate Loan (provided that in the case of advancement a conversion of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation a portion only of the written request face amount of such maturing Bankers’ Acceptances, the Indemniteeremaining face amount, or (ii) in if any, of such Bankers’ Acceptances shall not be less than the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct minimum face amount set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (12.02(a)(ii)) by giving a majority vote of Loan Notice in accordance with Section 2.02. If the directors of the Corporation consisting of persons who are not at that time parties Borrower fails to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any provide such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it Administrative Agent or fails to repay the maturing Bankers’ Acceptances on the applicable BA Maturity Date, such failure shall be deemed a Notice of Rollover/Conversion for the issuance of new Bankers’ Acceptances to provide for the payment of such maturing Bankers’ Acceptances and such new Bankers’ Acceptances shall have a BA Maturity Date that is thirty days after the date of issuance thereof. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing on the applicable BA Maturity Date of such maturing Bankers’ Acceptances, the Borrower’s obligations in respect of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee maturing Bankers’ Acceptances shall be deemed to have acted in good faith if Indemnitee’s action is based been converted on the records or books BA Maturity Date thereof into a Canadian Prime Rate Loan in a principal amount equal to the full face amount of the maturing Bankers’ Acceptance. On the BA Maturity Date of any Bankers’ Acceptance being repaid by means of the issuance of new Bankers’ Acceptances pursuant to this clause (ix) the Borrower shall pay to the Administrative Agent for the account of the Corporation or its affiliates, including financial statements, or on information supplied applicable Lender an amount equal to Indemnitee by the officers sum of (A) the Acceptance Fee payable in respect of such newly issued Bankers’ Acceptance and (B) the excess of the Corporation or its affiliates face amount of such maturing Bankers’ Acceptance over the BA Discount Proceeds in the course respect of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreementsuch newly issued Bankers’ Acceptance. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, such Pledgor shall (to the extent provided below) take the following actions as set forth below (as promptly as practicable and, in any event, within 10 Business Days (or such longer period if consented to by the Pledgee in writing in its sole discretion) after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank; (ii) with respect to an Uncertificated Security of a Domestic Subsidiary (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall promptly notify the Pledgee thereof and, upon the Pledgee's request, cause the issuer of such Uncertificated Security to duly authorize, execute and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex H hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security of a Domestic Subsidiary (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and, upon the Pledgee's request, shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof shall apply thereto, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof shall apply thereto; (v) with respect to any Note that is an Intercompany Note and any other Note with a principal amount in excess of $250,000 held by a Pledgor, such Pledgor shall physically deliver such Note to the Pledgee, endorsed in blank, or, at the request of the Pledgee, endorsed to the Pledgee; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof with respect to which the Pledgee is entitled to retain physical possession of pursuant to the terms of this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) establishment by the Pledgee of a cash account in the case name of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by such Pledgor over which the Corporation Pledgee shall have "control" within the meaning of the UCC and at any time any Default or Event of Default is in existence no withdrawals or transfers may be made therefrom by any Person except with the prior written request consent of the Indemnitee, or Pledgee and (ii) deposit of such cash in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) belowsuch cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporationactions required to be taken pursuant to Section 3.2(a) hereof, each Pledgor shall be made, in take the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination following additional actions with respect to requests under Section 2 shall be made the Collateral: (i) with respect to all Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain "control" thereof within the 60meaning of Section 8-day period referred 106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to in clause time, or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be requested from time to time by the Pledgee so that "control" of such Collateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of Section 8(a) (unless extended by mutual agreement such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee's security interest in all Investment Property and other Collateral which can be perfected by the Corporation and Indemnitee). For filing of such financing statements (in each case to the purpose maximum extent perfection by filing may be obtained under the laws of the foregoing determination with respect to requests under relevant States, including, without limitation, Section 2 or repayment 9-312(a) of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and UCC) is entitled to indemnificationso perfected. (c) Notwithstanding anything The Pledgee in its sole capacity as collateral agent for the benefit of the Lender Creditors with respect to the contrary set forth in this AgreementPriority Credit Document Obligations hereby agrees and acknowledges that, if a request for indemnification is made after a Change in Controlto the extent that it has possession or will have possession of any Collateral, at the election it has acquired or will acquire possession of Collateral and shall hold such Collateral on behalf of itself as well as on behalf of the Indemnitee made Pledgee in writing its sole capacity as collateral agent for the benefit of the Secured Creditors with respect to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does Obligations not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected toconstituting Priority Credit Document Obligations, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery Sections 8-301(a)(2), 9-313(a) and 9-313(c) of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedUCC. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the case form of Annex G hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all other indemnification, sixty (60) calendar days after receipt instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions (x) required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the written request Pledgee under applicable law (including, in any event, under Sections 9-314(a), (b), and (c), 9-106 and 8-106(d) of the IndemniteeUCC) and (y) as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), subject (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i), and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii); (v) with respect to any Note, physical delivery of such Note to the provisions Pledgee, endorsed to the Pledgee or endorsed in blank (except that any Note with a face amount of Sections 8(bless than $500,000 shall not be required to be delivered, so long as not more than $2,500,000 in aggregate principal amount of Notes are excluded pursuant to the delivery requirements of this clause (v) as a result of such $500,000 limitation); and (vi) with respect to cash proceeds from any of the Collateral, prompt deposit of such cash in a “Subject Deposit Account” (as such term is defined in the Security Agreement) or, if an Event of Default shall have occurred and 8(c) belowbe continuing, a Collateral Account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to preceding Section 8(b) above as to whether 3.2(a), each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral: (i) with respect to indemnificationall Collateral of such Pledgor of which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be requested from time to time by the Pledgee so that “control” of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information in form covering all Collateral hereunder (with such form to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses pursuant any action by the respective Pledgor) be pledged pursu- ant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation) or any Note, the respective Pledgor shall physically deliver such Certificated Security or Note to the Pledgee, indorsed to the Pledgee or indorsed in blank, provided that such Pledgor shall not be required to deliver any Note having a stated principal amount (or dollar equivalent thereof in the case of advancement a Note denominated in a currency other than Dollars) of Expenses under Section 7up to $500,000 so long as the aggregate stated principal amount (using the dollar equivalent to the extent appropriate) of all such Notes not delivered pursuant to this proviso does not exceed $500,000, thirty and provided further that such Pledgor shall not be required to deliver any Certificated Security to the extent (30x) calendar days after receipt such Certificated Security is issued by the Corporation a Subsidiary which accounted for less then 5% of the written request assets and revenues (in the aggregate) of Sunrise and its Subsidiaries (taken on a whole) for the Indemniteefiscal year ended December 31, 1999 and (y) such Certificated Security was lost or destroyed prior to the Initial Borrowing Date and the Collateral Agent is reasonably satisfied that such Pledgor is making commercially reasonable efforts to replace such Certificated Security, and upon such replacement shall be delivered to the Collateral Agent in accordance with this Section 3.2(a)(i); (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the Secured Creditors substantially in the form of Annex G hereto (appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction (PROVIDED that the Pledgee agrees with each Pledgor which executes any such agreement that it shall not give any instructions to any issuer pursuant to any such agreement except upon the instruction of such Pledgor unless a Noticed Event of Default has occurred and is continuing); (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-115 (4)(a) and (b), 9-115 (1)(e) and 8-106 (d) of the UCC). Each Pledgor further agrees to take such actions as the Pledgee reasonably deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate, the procedure set forth in Section 3.2(a)(i), with respect to such interest and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate, the procedure set forth in Section 3.2(a)(ii) with respect to such interest if it is an Uncertificated Security; (v) with respect to any Note, physical delivery of such Note to the Pledgee, indorsed to the Pledgee or indorsed in blank, provided that such Pledgor shall not be required to deliver any Note having a stated principal amount (or dollar equivalent thereof in the case of a Note denominated in a currency other than Dollars) of up to $500,000 so long as the aggregate stated principal amount (using the dollar equivalent to the extent appropriate) of all other indemnificationsuch Notes not delivered pursuant to this proviso does not exceed $500,000; and (vi) with respect to cash, sixty to the extent not otherwise provided in the Security Agreement, only when a Noticed Event of Default has occurred and is continuing (60i) calendar days after receipt establishment by the Corporation Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the written request of the Indemnitee, subject to the provisions of Sections 8(bPledgee) and 8(c(ii) belowdeposit of such cash in such cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to Section 8(b) above as to whether 3.2(a), each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that "control" of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information on form covering all Collateral hereunder (with the form of such financing statements to be reasonably satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-115(4)(b) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee The Company shall submit to the Corporation a written request, including inform each Purchaser in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event writing within five (i5) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation Business Days of the written request occurrence of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) belowany Company Equity Financing. (b) With respect to requests for indemnification under Section 2, indemnification Any applicable Purchaser shall be made unless inform the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth Company in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion writing within five (5) Business Days of the Board occurrence of Directors any Liquidity Event. In the event that a Purchaser fails to inform the Company of the Corporationa Liquidity Event within such timeframe, (1) by such Purchaser shall surrender its right to exercise a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination Liquidity Event Put Right with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnificationsuch Liquidity Event. (c) Notwithstanding anything If a Purchaser desires to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election sell any of the Indemnitee made in writing to the Corporation, any determination required to be made Purchased Shares pursuant to Section 8(b5.1 or 5.2, the Purchaser shall within thirty (30) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors days of the Corporation. The party making the determination shall give written notice to the other party advising it occurrence of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, relevant Put Event deliver to the other party Company (A) a written objection notice (the “Put Exercise Notice”) exercising such applicable Put Right and specifying the number of Purchased Shares to be sold (the “Put Shares”) by such selection. Such objection may be asserted only Purchaser and (B) a certificate signed by a duly authorized officer of Agent, on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis behalf of such assertion. Absent Purchaser, stating that (i) a proper and timely objectionLiquidity Event or Co-Sale Event, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designatecase may be, and the person has occurred with respect to whom an objection is favorably resolved or such Purchaser, (ii) such Purchaser has full right, title and interest in and to such Put Shares, (iii) such Purchaser has all the person so appointed shall act necessary power and authority and has taken all necessary action to sell such Put Shares as Independent Counsel. The Corporation shall pay the reasonable Expenses contemplated by this ARTICLE V and (iv) such Put Shares are free and clear of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident Liens. Any applicable Purchaser may deliver multiple Put Exercise Notices to the procedures Company so long as such Purchaser continues to hold any Purchased Shares; provided that a Purchaser shall only be permitted to deliver a Put Exercise Notice with respect to any Purchased Shares once per occurrence of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedany Put Event. (d) The termination Subject to Section 5.4 below, the closing of any Proceeding sale of Put Shares pursuant to this ARTICLE V shall take place no later than thirty (30) days following receipt by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Company of the CorporationPut Exercise Notice; provided that until the Put Right Closing occurs, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee applicable Purchaser shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with cancel and rescind the person, persons or entity making such determination with respect exercise of its Put Right by providing written notice to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request Company. The Company shall give any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation applicable Purchaser at least three (irrespective 3) days’ prior written notice of the determination as to date of closing of the Indemnitee’s entitlement to indemnification) and Put Shares (the Corporation hereby indemnifies the Indemnitee therefrom“Put Right Closing Date”).

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. A sample form of written request for indemnification or advancement of Expenses. is attached hereto as Attachment B. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar 60 days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(bSubparagraphs 9(b) and 8(c9(d) below. (b) With respect to requests for indemnification under Section 2Paragraph 3 (but for avoidance of doubt, not with respect to requests for advancement of Expenses pursuant to Paragraph 8), except as set forth in Paragraph 11, no indemnification shall be made under this Agreement unless the Corporation determines it is determined that Indemnitee has not met the applicable standard of conduct set forth in Section 2Paragraph 3. Any Subject to Subparagraph 9(c), the determination as to of whether Indemnitee has met the applicable standard of conduct set forth in Section 2Paragraph 3, and any determination that Expenses that have been advanced Expenses pursuant to Paragraph 8 must be subsequently repaid to the Corporation, shall be mademade in each instance (i) if there are two or more Disinterested Directors, in the discretion of by the Board of Directors of the Corporation, (1) by a majority vote of all the directors Disinterested Directors, a majority of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not whom shall for such purpose constitute a quorum, (2) or by a majority of the members of a committee of disinterested directors designated two or more Disinterested Directors appointed by a majority vote of disinterested directorssuch vote; (ii) by special legal counsel (A) selected in the manner prescribed in clause (i), whether or not a quorum, (3B) if there are no disinterested directorsfewer than two Disinterested Directors, or if selected by the disinterested Board of Directors, in which selection directors so direct, by Independent Counsel in a written opinion to the Boardwho do not qualify as Disinterested Directors may participate, or (4iii) by the stockholders shareholders of the CorporationCorporation (but shares owned by or voted under the control of a director who at the time does not qualify as a Disinterested Director may not be voted on the determination). Any such Such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(aSubparagraph 9(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests for indemnification under Section 2 Paragraph 3 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 Paragraph 3 and is entitled to indemnification. The Corporation acknowledges that Indemnitee may settle a Proceeding in order to avoid expense, delay, distraction, disruption and uncertainty and that, therefore, any such settlement (with or without payment of money or other consideration) shall not in and of itself overcome the presumption set forth above. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification pursuant to Paragraph 3 is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any the determination required to be made pursuant to Section 8(bSubparagraph 9(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c)Counsel. The Independent Counsel shall be selected by in the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board manner prescribed in clause (ii) of Directors of the CorporationSubparagraph 9(b). The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) Within 10 days after such written notice of selection shall have been given, Indemnitee may deliver to the other party Corporation, a written objection to such selection. Such ; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1Paragraph 2, and the objection shall set forth with particularity the factual basis of for such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) 20 days after submission by the Indemnitee of a written request for indemnificationIndependent Counsel, no Independent Counsel shall have been selected or (or, if selected, an objection shall have been objected tofiled within the 10 day objection period specified above), in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other any court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the otherCorporation’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably all objections are so resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacityunder this Subparagraph 9(c). The Corporation shall pay any and all reasonable fees and necessary Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to this Subparagraph 9(c), and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this paragraphSubparagraph 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination Indemnitee shall cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification under this Agreement, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorney’s fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. Indemnitee shall not, of itself, 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 cooperate with the Corporation, andits counsel and its insurers in any Proceeding as to which the Indemnitee is being indemnified by the Corporation, including without limitation providing the Corporation or its counsel or insurer with respect to any criminal Proceedingfactual information or documentation under the Indemnitee’s ownership, had reasonable cause to believe that his control or her conduct was unlawfulknowledge requested by any of such parties. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(eSubparagraph 9(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject Subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expensesbelow, the Indemnitee each Elective Redemption shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, effected in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this IBG Holdings Operating Agreement. (fii) The knowledge and/or actionsExcept as otherwise provided in this clause (ii), each IBG Holdings Member who is entitled to cause the redemption of such Member’s IBG Holdings Shares (or failure portion thereof) in accordance with Section 4.1(a) (an “Electing Member”) shall prepare and deliver to actIBG Holdings and IBGI, for IBG LLC as its managing member and for itself, a written request in the form attached to the Agreement as Exhibit C signed by such Electing Member (A) stating the number of any director, officer, agent or employee IBG Holdings Shares that such Electing Member desires to have redeemed and (B) certifying that such Electing Member is entitled to cause the redemption of the Corporation or its affiliates shall not IBG Holdings Shares specified by such Electing Member and that such Electing Member is the beneficial owner of such IBG Holdings Shares, together with any other information reasonably requested by IBG Holdings to confirm such entitlement (each such request, a “Redemption Request”). A properly completed Redemption Request must be imputed delivered to Indemnitee for purposes IBG Holdings and IBGI within the time periods established by the managing member of determining the right IBG Holdings; provided that, such period must give an Electing Member at least 10 calendar days to indemnification under this Agreementsubmit a Redemption Request. Once delivered, a Redemption Request is irrevocable. (giii) The Indemnitee IBGI shall cooperate with the person, persons or entity making such determination with respect use its commercially reasonable efforts to consummate a Public Offering of a number of shares of Common Stock (adjusted per Section 5.1) approximately equal to the Indemnitee’s entitlement aggregate number of IBG Holdings Shares specified in such Redemption Requests. Upon consummation of such Public Offering, IBGI shall purchase from IBG Holdings and IBG Holdings shall sell to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available IBGI that number of IBG LLC Shares equal to the Indemnitee and reasonably necessary aggregate number of IBG Holdings Shares specified in such Redemption Requests at a purchase price per share equal to the offering price per share of Common Stock in such determinationPublic Offering minus any applicable underwriting discounts or placement agency fees (the “Public Offering Redemption Price”). Any Expenses actually and reasonably incurred by IBG LLC shall bear the Indemnitee in so cooperating costs of the Public Offering other than (i) underwriting discounts or placement agency fees, which effectively shall be borne by the Corporation IBG Holdings Members making such Redemption Requests and (irrespective ii) legal fees and expenses of the determination as selling IBG Holdings Members. (iv) In lieu of the Public Offering described in Section 4.1(b)(iii), IBGI may, at its election and subject to its compliance with then existing law, including SEC “seasoned issuer” rules, purchase the IBG Holdings Shares specified in the Redemption Request by issuing to IBG Holdings that number of shares of registered and freely tradable Common Stock equal to the Indemnitee’s entitlement to indemnification) and aggregate number of IBG Holdings Shares specified in the Corporation hereby indemnifies Redemption Request. IBG LLC shall bear the Indemnitee therefromcosts of issuing such shares, including the cost of the preparation of any required prospectus or prospectus supplement.

Procedures. (a) In order Prior to obtain indemnification or advancement the sale of Expenses pursuant any Subject Shares to this Agreementa Third Party, the Indemnitee GOF Party shall submit deliver to the Corporation Company a written requestnotice of the proposed or intended sale of Subject Shares (the "GOF PARTY TAG-ALONG NOTICE"), which GOF Party Tag-Along Notice shall (a) identify the Subject Shares proposed or intended to be sold, and (b) disclose the number, price and other terms upon which they are to be sold. Within three (3) Business Days of the receipt of the GOF Party Tag-Along Notice, the Company shall set a record date for the determination of Initial Shareholders entitled to exercise tag-along rights with respect to the Subject Shares identified in the GOF Party Tag-Along Notice (which record date shall not be more than 15 calendar days after the receipt of the GOF Party Tag-Along Notice ) and, within two Business Days of such record date, the Company (directly or through its agent) shall take all steps necessary and/or advisable (including in such request such preparing necessary and/or advisable documentation and information making all necessary and/or advisable filings with the U.S. Securities and Exchange Commission and any other governmental authority) to deliver to each Initial Shareholder that is the record holder of Common Stock and each broker, dealer, trust company, commercial bank and other nominee that is the record holder of Common Stock, in each case, as is reasonably available of the record date set by the Company, a written notice of the proposed or intended sale of Subject Shares (the "COMPANY TAG-ALONG NOTICE"). The Company Tag-Along Notice shall be satisfactory in all respects to GOF and shall (a) identify the Subject Shares proposed or intended to be sold, (b) disclose the number, price and other terms upon which they are to be sold, (c) inform each Initial Shareholder of his right to sell such Initial Shareholder's pro rata portion (determined in accordance with the last sentence of this Section 3.2) of shares of Common Stock along with the GOF Party to the Indemnitee Third Party, (d) include all other information, disclosures, statements and is reasonably necessary to determine whether documents as may be required by Law (which information, disclosures, statements and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses documents shall be made promptlyreasonably satisfactory to GOF), and in any event within (ie) include a deadline for Initial Shareholders or their respective nominees, as the case may be, to deliver a Shareholder Tag-Along Acceptance Notice, along with the shares of Common Stock to be sold, to GOF (or its agent) in accordance with the case terms of advancement the Shareholder Tag-Along Acceptance Notice, which deadline shall in no event be later than thirty (30) calendar days or earlier than ten (10) Business Days after the date of Expenses under Section 7, the Company Tag-Along Notice; PROVIDED that such deadline may be later than thirty (30) calendar days after receipt by the Corporation date of the written request of the IndemniteeCompany Tag-Along Notice if (i) GOF consents thereto in writing, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject outside legal counsel to the provisions Company (which counsel shall be reasonably satisfactory to GOF) provides a written opinion addressed to the Company to the effect that a later deadline is required for the Company to comply with a Law applicable to the Company. The Company shall enclose a sufficient number of Sections 8(bShareholder Tag-Along Acceptance Notices with each Company Tag-Along Notice. For purposes of this Section 3.2, an Initial Shareholder's pro rata portion shall be determined by multiplying (x) the number of Subject Shares proposed to be sold to a Third Party by (y) a fraction, the numerator of which is the aggregate number of issued and 8(c) belowoutstanding shares of Initial Common Stock then beneficially owned by such Initial Shareholder, and the denominator of which is the aggregate number of shares of Initial Common Stock then issued and outstanding. (b) With respect To sell his pro rata portion of shares of Common Stock along with the GOF Party to requests for indemnification under Section 2the Third Party each Initial Shareholder or his broker, indemnification shall dealer, trust company, commercial bank or other nominee must (a) deliver a Shareholder Tag-Along Acceptance Notice, along with the shares of Common Stock to be made unless sold, to GOF (or its agent) in accordance with the Corporation determines that Indemnitee has not met instructions set forth on the Shareholder Tag-Along Acceptance Notice; and (b) comply with any other applicable standard terms of conduct the proposed sale (including executing definitive documentation and any related documents), in each case, prior to the deadline set forth in Section 2the Company Tag-Along Notice (an Initial Shareholder satisfying such requirements shall be referred to herein as a "PARTICIPATING SHAREHOLDER"). Any determination Upon compliance with the foregoing procedures, the GOF Party may sell the Subject Shares (less the number of Tag-Along Shares (as defined below)) for a period of up to whether Indemnitee has met 180 days after the applicable standard of conduct deadline set forth in Section 2the Company Tag-Along Notice, upon terms and any determination that advanced Expenses must be subsequently repaid conditions (including the per share price) which are not more favorable to the Corporation, shall be madeGOF Party, in the discretion of the Board of Directors of the Corporationaggregate, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct than those set forth in the GOF Tag-Along Notice; PROVIDED that such sale provides for the purchase of each Participating Shareholders pro rata portion of Common Stock (the "TAG-ALONG SHARES") on terms and conditions no less favorable than those set forth in the GOF Tag-Along Notice. Any Subject Shares not sold by the GOF Party prior to the date that is 180 days after the deadline set forth in the Company Party Tag-Along Notice may not be sold without compliance with this Section 2 and is entitled to indemnification3.2. (c) Notwithstanding anything Promptly (but in no event later than three (3) Business Days) after the consummation of the sale of Subject Shares by a GOF Party to a Third Party, the GOF Party shall (i) notify the Company of such sale, and (ii) cause to be remitted to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at Company the election of the Indemnitee made in writing total sales proceeds attributable to the Corporation, any determination required sale of Tag-Along Shares. Thereafter the Company (directly or through its agent) shall promptly distribute such sales proceeds to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedInitial Shareholders. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order The Company shall afford the Holders, and any potential buyers of the Registrable Securities (the “Private Securities”) designated by the Holders a reasonable opportunity to obtain indemnification or advancement conduct a due diligence investigation with respect to the Company customary in scope for private offerings of Expenses pursuant to this Agreementsuch type of securities (including, without limitation, the Indemnitee shall submit availability of senior management to respond to questions regarding the Corporation a written request, including in such request such documentation business and information as is reasonably financial condition of the Company and the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them), and the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification Holders (or advancement of Expenses. Any any such indemnification or advancement of Expenses potential buyer) shall be made promptly, satisfied in all material respects with such opportunity and in with the resolution of any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation disclosure issues arising from such due diligence investigation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) belowCompany. (b) With respect to requests The Company shall enter into an agreement (a “Private Placement Agreement”) with the Holders (or any Affiliate of the Holders designated by the Holders) providing for indemnification the purchase and resale by the Holders (or such Affiliate) in a private placement (or other transaction exempt from registration under Section 2the Securities Act) of the Private Securities, indemnification which agreement shall be made unless on commercially reasonable terms and in form and substance reasonably satisfactory to the Corporation determines that Indemnitee has not met Holders (or such Affiliate) and (without limitation of the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2foregoing) shall: (i) contain customary conditions, and any determination that advanced Expenses must be subsequently repaid customary undertakings, representations and warranties (to the CorporationHolders or such Affiliate, shall be madeand if requested by the Holders or such Affiliates, in the discretion to potential purchasers of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”Private Securities), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause ; (ii) contain indemnification and contribution provisions in connection with the potential liability of Section 8(a) (unless extended by mutual agreement the Holders and its Affiliates relating to the resale by the Corporation Holders (or such Affiliate) of the Private Securities; (iii) provide for the delivery of related certificates and Indemniteerepresentations, warranties and agreements of the Company, including those necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for the Holders and resales of the Private Securities by the Holders (or such Affiliate); and (iv) provide for the delivery to the Holders (or such Affiliate) of customary opinions (including, without limitation, opinions relating to the due authorization, valid issuance and fully paid and non-assessable nature of the Private Securities, the availability of an exemption from the Securities Act for the Holders and resales of the Private Securities by the Holders (or such Affiliate), and the lack of material misstatements and omissions in the Company’s filings under the Exchange Act). For the purpose of the foregoing determination with respect The Company agrees to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled use its reasonable best efforts to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, make any determination filings required to be made by it with the SEC, any securities exchange or any other regulatory body with respect to the sale and resale of the Private Securities. THIS JOINDER AGREEMENT is made and entered into by the undersigned with reference to the following facts: Reference is made to the Registration Rights Agreement, dated as of [June __], 2006, as amended (the “Registration Rights Agreement”), by and among ▇▇▇▇▇ Corning, a Delaware corporation (the “Company”), ▇.▇. ▇▇▇▇▇▇ Securities Inc. (“JPMorgan Securities”) and any other parties identified on the signature pages of any joinder agreements substantially similar to this Joinder Agreement executed and delivered pursuant to Section 8(b) above 12.2 of the Registration Rights Agreement. Capitalized terms used but not defined in this Joinder Agreement shall have the meanings ascribed thereto in the Registration Rights Agreement. As a condition to the acquisition of ownership of the New Common Stock in the amount specified below, the undersigned agrees as follows: 1. The undersigned hereby agrees to whether be bound by the Indemnitee has met provisions of the applicable standard of conduct or is required Registration Rights Agreement and undertakes to repay advanced Expenses perform each obligation as if an “Investor” thereunder and an original signatory thereto in such capacity. 2. This Joinder Agreement shall bind, and inure to the benefit of, the parties hereto and their respective devisees, heirs, personal and legal representatives, executors, administrators, successors and assigns. 3. This Joinder Agreement shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, construed and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, enforced in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery laws of the State of Delaware without regard or other court giving effect to its principles of competent jurisdiction for resolution conflicts of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedlaw. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall deliver such Certificated Security to the Pledgee, indorsed to the Pledgee or indorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of advancement an issuer that is not a Subsidiary of Expenses under Section 7such Pledgor, thirty will use its best efforts to cause such issuer) to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the Secured Creditors substantially in the form of Annex G hereto (30appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) calendar days after receipt pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply with the applicable rules of the written request of the Indemnitee, or such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-106(a) and (b), 9-312(a), 9-314(c) and 8-106 (d) of the UCC). The Pledgor further agrees to take su▇▇ ▇▇▇▇▇▇s as the Pledgee deems reasonably necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than (x) a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation or (y) a Limited Liability Company Interest of an Inactive Subsidiary to the extent that same remains an "Inactive Subsidiary"), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, delivery of such Note to the Pledgee, indorsed to the Pledgee or indorsed in blank; (vi) with respect to cash, (i) establishment by the Pledgee of a cash account in the case name of all other indemnification, sixty such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (60) calendar days after receipt and no withdrawals or transfers may be made therefrom by any Person except with the Corporation prior written consent of the written request Pledgee) and (ii) deposit of such cash in such cash account; (vii) with respect to Collateral Accounts, the respective Pledgor shall cause each securities intermediary or deposit account bank to duly execute and deliver to the Pledgee an agreement for the benefit of the IndemniteePledgee and the Secured Creditors, subject substantially in the form of Annex H or I, as applicable (appropriately completed to the provisions reasonable satisfaction of Sections 8(b) the Pledgee and 8(c) belowwith such modifications, if any, as shall be reasonably satisfactory to the Pledgee). (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to proceeding Section 8(b3.2(a) above as to whether hereof, each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral : (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of Illinois), the respective Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that "control" of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information on form covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) To the extent that any Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the case taking of advancement of Expenses under any action by such Pledgor) be pledged pursuant to Section 73(a) hereof and, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemniteeaddition thereto, subject to the provisions ABL/Term Intercreditor Agreement, such Pledgor shall (to the extent provided below) take the following actions as set forth below (as promptly as practicable) for the benefit of Sections 8(b) the Pledgee and 8(c) below.the other Secured Creditors: (bA) With with respect to requests a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank to the extent the interests represented by such Certificated Security are required to be pledged hereunder; (B) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), and at any time any Event of Default under the Credit Agreement has occurred and is continuing, such Pledgor shall cause the issuer of such Uncertificated Security, promptly, upon the request of the Collateral Agent, to duly authorize, execute, and deliver to the Pledgee, an agreement for indemnification under Section 2the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex F hereto (appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, indemnification if any, as shall be made unless reasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (C) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation determines that Indemnitee has not met or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the applicable standard of conduct UCC, the procedure set forth in Section 3(b)(i)(A) hereof, and (2. Any determination as to whether Indemnitee has met ) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the applicable standard of conduct UCC, the procedure set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, 3(b)(i)(B); (1D) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 any Note (other than a Note which does not have a principal amount in excess of $100,000), such Pledgor shall be made within physically deliver such Note to the 60-day period referred to Pledgee, endorsed in clause (ii) of Section 8(a) (unless extended by mutual agreement by blank, or, at the Corporation and Indemnitee). For the purpose request of the foregoing determination Pledgee, endorsed to the Pledgee; and (E) with respect to requests under cash proceeds from any of the Collateral described in Section 2 3(a) hereof, such Pledgor shall deposit of such cash in the Dominion Account or repayment of advanced Expenses, the Indemnitee shall be entitled any other Deposit Account that is subject to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding Deposit Account Control Agreement; provided that, notwithstanding anything to the contrary contained in this Section 3(b)(i), a Pledgor shall not be required to take the actions set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal ProceedingCertificated Security, had reasonable cause Uncertificated Security, Partnership Interest or Limited Liability Company Interest of a Person that is not a Subsidiary of such Pledgor to believe that his or her conduct was unlawfulthe extent the aggregate fair market value of all such Collateral does not exceed $100,000. (eii) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made In addition to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed actions required to be exclusive or taken pursuant to limit in any way Section 3(b)(i) hereof, each Pledgor shall take the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (A) with respect to indemnification, including providing to all Collateral of such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee Pledgor described in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.Sections 3

Procedures. (a) In order From time to obtain indemnification or advancement of Expenses pursuant time during the Revolving Period, but not more frequently than twice per week, with not less than three (3) Business Days prior written notice to this AgreementBuyer, the Indemnitee shall submit Seller may request Buyer to the Corporation enter into a proposed Transaction by sending Buyer a written notice of such request (which notice may be given via email) (such request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlya “Transaction Request”), and in any event within which Transaction Request shall: (i) describe the Transaction and each proposed Asset and any related underlying Mortgaged Property and other security therefor in reasonable detail, (ii) transmit, either in electronic or physical format, a complete Underwriting Package for each proposed Asset, (iii) set forth the Representation Exceptions requested, if any, with respect to each proposed Asset, and (iv) indicate the amount of all then-currently unfunded future funding obligations, and the portion thereof expected to be funded by Buyer under Section 3.10. Seller shall promptly deliver to Buyer (in electronic or physical format) any supplemental materials requested at any time by ▇▇▇▇▇. Buyer shall conduct such review of the Underwriting Package and each such Asset as Buyer determines appropriate. Buyer shall determine whether or not it is willing to purchase any or all of the proposed Assets, and if so, on what terms and conditions. In connection with such review and determination, ▇▇▇▇▇ may also consider the pro forma effect that acquiring the proposed Purchased Asset would have on the concentrations of specific asset categories. It is expressly agreed and acknowledged that Buyer is entering into the Transactions on the basis of all such representations and warranties and on the completeness and accuracy of the information contained in the case of advancement of Expenses under Section 7applicable Underwriting Package, thirty and any incompleteness or inaccuracies in the related Underwriting Package will only be acceptable to Buyer if disclosed in writing (30in electronic or physical format) calendar days after receipt to Buyer by the Corporation Seller in advance of the written request related Purchase Date, and then only if Buyer opts to purchase the related Purchased Asset from Seller notwithstanding such incompleteness and inaccuracies. In the event of a Representation Breach with respect to a particular Purchased Asset, Seller shall, within five (5) Business Days from the Indemnitee, earlier of (i) notice to Seller from Buyer or Servicer or (ii) Seller’s otherwise having Actual Knowledge of such Representation Breach, repurchase the related Asset or Assets in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) belowaccordance with Section 3.05. (b) With respect to requests for indemnification under Section 2Upon receipt and review of the related Underwriting Package delivered by Seller, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, together with such supplemental materials and any other documentation required pursuant to Section 3.01(a) or otherwise required under any Repurchase Documents. Buyer shall endeavor to communicate to Seller a preliminary non-binding determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorumit is willing to purchase (i) any single Eligible Asset, and if so, on what terms and conditions, within five (5) Business Days after such date, and (ii) two (2) by a committee of disinterested directors designated by a majority vote of disinterested directorsor more proposed Eligible Assets within ten (10) Business Days after such date, whether or not a quorum, (3) and if there are no disinterested directors, or if the disinterested directors so directits preliminary determination is favorable, by Independent Counsel in what date Buyer expects to communicate to Seller a written opinion final non-binding indication of its determination. If Buyer has not communicated its final non-binding indication to the BoardSeller by such date, or (4) by the stockholders of the Corporation. Any Buyer shall automatically and without further action be deemed to have determined not to purchase any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnificationAsset. (c) Notwithstanding anything If Buyer communicates to Seller a final non-binding determination that it is willing to purchase any or all of such Assets, Seller shall deliver to Buyer (in electronic or physical format) an executed preliminary Confirmation for such Transaction, describing each such Asset and its proposed Purchase Date, Market Value, Applicable Percentage, Maximum Applicable Percentage, Maximum Purchase Price, Purchase Price and such other terms and conditions as Buyer may require prior to the contrary set forth Purchase Date. If Buyer requires changes to the preliminary Confirmation, Seller shall make such changes and re-execute the preliminary Confirmation. If Buyer determines to enter into the Transaction on the terms described in this the preliminary Confirmation, Buyer shall promptly execute and return the same USActive 62941057.3 -35- 165607677_2 to Seller, which shall thereupon become effective as the Confirmation of the Transaction. Buyer’s approval of the purchase of an Asset on such terms and conditions as Buyer may require shall be evidenced only by its execution and delivery of the related Confirmation. For the avoidance of doubt, Buyer shall not (i) be bound by any preliminary or final non-binding determination referred to above, (ii) be deemed to have approved the purchase of an Asset by virtue of the approval or entering into by Buyer of a rate lock agreement, Interest Rate Protection Agreement, if total return swap or any other agreement with respect to such Asset, or (iii) be obligated to purchase an Asset notwithstanding a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected Confirmation executed by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel Parties unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall all applicable conditions precedent in Article 6 have been selected satisfied or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made waived by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedBuyer. (d) The termination of any Proceeding by judgmentEach Confirmation, order, settlement, conviction or upon a plea of nolo contendere or its equivalenttogether with this Agreement, shall notbe conclusive evidence of the terms of the Transaction covered thereby, and shall be construed to be cumulative to the extent possible, but in no way shall be construed as evidence of itselfBuyer’s agreement subsequently to purchase additional amounts of, create a presumption that the Indemnitee did not act in good faith and or other, Assets. If terms in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, Confirmation are inconsistent with terms in this Agreement with respect to a particular Transaction, the Confirmation shall prevail. Whenever the Applicable Percentage or any criminal Proceedingother term of a Transaction (other than the Pricing Rate, had reasonable cause Market Value and outstanding Purchase Price) with respect to believe an Asset is revised or adjusted in accordance with this Agreement, an amended and restated Confirmation reflecting such revision or adjustment and that his or her conduct was unlawfulis otherwise acceptable to the Parties shall be prepared by Seller and executed by the Parties. (e) Indemnitee The fact that Buyer has conducted or has failed to conduct any partial or complete examination or any other due diligence review of any Asset shall be deemed in no way affect any rights Buyer may have under the Repurchase Documents or otherwise with respect to have acted in good faith if Indemnitee’s action is based on the records any representations or books of account of the Corporation warranties or its affiliatesother rights or remedies thereunder or otherwise, including financial statements, or on information supplied the right to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by determine at any time that such Asset is not an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this AgreementEligible Asset. (f) The knowledge and/or actionsNo Transaction shall be entered into if (i) any Margin Deficit subject to a Margin Call, Default, Event of Default, Market Disruption Event, Material Event or Material Adverse Effect has occurred and is continuing or would exist as a result of such Transaction unless any such Margin Deficit, Default, Event of Default or Material Adverse Effect is cured simultaneously with the consummation of such Transaction, (ii) the Repurchase Date for the Purchased Assets subject to such Transaction would be later than the Facility Termination Date, (iii) the proposed Purchased Asset does not qualify as an Eligible Asset, (iv) after giving effect to such Transaction, (A) the proforma aggregate outstanding Repurchase Price of all Transactions (after giving effect to such proposed Transaction) would exceed the Maximum Amount, or failure (B) any Sub-Limit has been or would be exceeded, (v) the Revolving Period Expiration Date has occurred, (vi) if Buyer determines not to actenter into any such Transaction for any reason or for no reason, (vii) all Purchased Asset Documents have not been delivered to Custodian (or a Bailee) in accordance with the applicable provisions of any directorthis Agreement and the Custodial Agreement, officer(viii) the Facility Debt Yield Test is either then-currently being breached (unless such breach would be cured in its entirety by the entering into of such Transaction) or would be breached after giving effect to such Transaction, agent or employee of (ix) the Corporation or its affiliates shall proposed Purchased Asset does not be imputed to Indemnitee for purposes of determining comply with the right to indemnification under this AgreementMaximum Purchased Asset PPV Requirement. (g) The Indemnitee In addition to the foregoing provisions of this Section 3.01, solely with respect to any Wet Mortgage Asset, a copy of the related Transaction Request shall cooperate be delivered by Seller to Bailee (in electronic or physical format) no later than 11:00 a.m. (New York City time) one (1) Business Day prior to the requested Purchase Date, to be held in escrow by ▇▇▇▇▇▇ on behalf of Buyer pending finalization of the Transaction. (h) Notwithstanding any of the foregoing provisions of this Section 3.01 or any contrary provisions set forth in the Custodial Agreement, solely with respect to any Wet Mortgage Asset: USActive 62941057.3 -36- 165607677_2 (i) by 11:00 a.m. (New York City time) on the Purchase Date, Seller or Bailee shall deliver signed .pdf copies of the Purchased Asset Documents to Custodian via electronic mail, and Seller shall deliver the appropriate written third-party wire transfer instructions to Buyer; (ii) not later than 11:00 a.m. (New York City time) on the related Purchase Date, (A) Bailee shall deliver an executed .pdf copy of the Bailee Agreement (as such term is defined in the Custodial Agreement) to Seller, Buyer and Custodian by electronic mail and (B) if Buyer has previously received the trust receipt in accordance with Section 3.01(b) of the Custodial Agreement, determined that all other applicable conditions in this Agreement, including without limitation those set forth in Section 6.02 hereof, have either been satisfied or waived by Buyer, as applicable, and otherwise has agreed to purchase the related Wet Mortgage Asset, Buyer shall (I) execute and deliver a .pdf copy of the related Confirmation to Seller and Bailee via electronic mail and (II) wire funds in the amount of the related Purchase Price for the related Wet Mortgage Asset in accordance with the personwire transfer instructions that were previously delivered to Buyer by Seller; and (iii) within three (3) Business Days after the applicable Purchase Date with respect to any Wet Mortgage Asset, persons Seller shall deliver, or entity making cause to be delivered (A) to Custodian, the complete original Mortgage Asset File with respect to such determination Wet Mortgage Asset, pursuant to and in accordance with the terms of the Custodial Agreement, and (B) to Buyer, the complete original Underwriting Package with respect to the Indemnitee’s entitlement related Wet Mortgage Assets purchased by Buyer; provided, that if Seller cannot deliver, or cause to indemnificationbe delivered within three (3) Business Days, (A) any Basic Mortgage Asset Document to Custodian that is required by its terms to be recorded, due to a delay caused solely by the public recording office where such document or instrument has been delivered for recordation, then Seller shall deliver to Custodian (x) within three (3) Business Days of the applicable Purchase Date, a copy thereof (certified by Seller to be a true and complete copy of the original thereof submitted for recording) and (y) within thirty (30) days of the applicable Purchase Date, either the original of such document, or a photocopy thereof, with official evidence of submission for recording (including providing stamp-filed copies, if applicable) thereon and (B) any document in the Mortgage Asset File other than a Basic Mortgage Asset Document, due to an unavoidable delay outside the control of Seller, then Seller shall deliver to Custodian within thirty (30) days of the applicable Purchase Date, either the original of such document, or a photocopy thereof certified by Seller to be a true and correct copy of the original. For the avoidance of doubt (A) Seller shall, in all cases, deliver the original Mortgage Note or, in the case of a Senior Interest consisting of a participation interest, the original participation certificate to Buyer within three (3) Business Days of the applicable Purchase Date and (B) Buyer may, but shall not obligated to, consent to such personlater date for delivery of any part of the Mortgage Asset File as Buyer sees fit, persons in Buyer’s sole discretion. (i) In the event that Seller cannot deliver or entity upon reasonable advance request cause to be delivered on the applicable Purchase Date, any documentation or information which Interim Assignment Document that is not privileged or otherwise protected from disclosure and which is reasonably available required by its terms to the Indemnitee and reasonably necessary be recorded, due to such determination. Any Expenses actually and reasonably incurred a delay caused solely by the Indemnitee in so cooperating public recording office where such document or instrument has been delivered for recordation, then Seller shall deliver to Custodian (x) on the applicable Purchase Date, a copy thereof (certified by Seller to be borne by the Corporation (irrespective a true and complete copy of the determination as to original thereof submitted for recording), with evidence of the Indemnitee’s entitlement to indemnificationsubmission thereof for recording and (y) and within thirty (30) days of the Corporation hereby indemnifies applicable Purchase Date, either the Indemnitee therefromoriginal of such document, or a photocopy thereof, with official evidence of submission for recording (including stamp filed copies, if applicable) thereon.

Procedures. On the Pledge Event Date, and at any time thereafter that the Pledgor owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (aand without the taking of any action by the Pledgor) In order to obtain indemnification or advancement of Expenses be pledged pursuant to Section 3.1 of this AgreementAgreement and, in addition thereto, the Indemnitee Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 Business Days (or such longer period if consented to by the Pledgee in writing in its sole discretion) after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Creditors: (i) in with respect to a Certificated Security (other than a Certificated Security credited on the case books of advancement a Clearing Corporation or Securities Intermediary), the Pledgor shall physically deliver such Certificated Security to the Pledgee, together with duly executed undated blank stock powers or other equivalent instruments of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or transfer; (ii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Pledgor shall promptly notify the Pledgee thereof and, upon the Pledgee's request, shall promptly (1) take all actions required to comply in all material respects with the case applicable rules of all other indemnificationsuch Clearing Corporation or Securities Intermediary, sixty (602) calendar days after receipt by use commercially reasonable efforts to perfect the Corporation security interest of the written request of the IndemniteePledgee under applicable law (including, subject to the provisions of in any event, under Sections 8(b) and 8(c) below. 9-314(a), (b) With and (c), 9-106 and 8-106(d) of the UCC) and (y) take such other actions as the Pledgee reasonably deems necessary or desirable to effect the foregoing; and (iii) with respect to requests a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for indemnification under Section 2purposes of the UCC, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct procedure set forth in Section 3.2(a)(i) hereof shall apply thereto, and (2. Any determination as to whether Indemnitee has met ) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate and is a Security for purposes of the applicable standard of conduct UCC, the procedure set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, 3.2(a)(ii) hereof shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnificationapply thereto. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. In connection with the Shelf Registration Statement, the Company will: (ai) In order use its best efforts to obtain indemnification effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or advancement methods of Expenses distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4 hereof), and pursuant thereto the Company will prepare and file with the Commission a Shelf Registration Statement relating to the registration on any appropriate form under the Act, which form will be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof. Except for the Common Stock covered by that certain Registration Rights Agreement dated effective June 27, 2000, among the Company, Appaloosa Investment Limited Partnership I, Palomino Fund, Ltd., Tersk L.L.C., Oppe▇▇▇▇▇▇▇ ▇▇▇ategic Income Fund, Oppe▇▇▇▇▇▇▇ Champion Income Fund, Oppe▇▇▇▇▇▇▇ ▇▇▇h Yield Fund, Oppe▇▇▇▇▇▇▇ Strategic Bond Fund/VA, Atlas Strategic Income Fund and that certain Registration Rights Agreement dated effective August 29, 2000 between the Company and Paribas North America, Inc. (collectively, the "Discount Noteholder Rights Agreement"), the Company will not be permitted to include in the Shelf Registration Statement any securities other than the Transfer Restricted Securities. If the registration of the sale of the Transfer Restricted Securities is an underwritten offering and other holders of unregistered Common Stock exercise piggy-back registration rights with respect to such underwritten offering, in the event the managing underwriter determines in its sole discretion that including all of the Common Stock requested to be included in such underwritten offering will jeopardize the success of the offering, unless the Company is legally obligated to cut back pro rata, the Common Stock requested to be included by the holders of such piggy-back registration rights will be excluded from such underwritten offering prior to any exclusion therefrom of any of the Transfer Restricted Securities. (ii) use its best efforts to keep such Shelf Registration Statement continuously effective and provide all requisite financial statements and any other information for the period specified in Section 3 of this Agreement. Upon the occurrence of any event that would cause any such Shelf Registration Statement or the Prospectus contained therein (i) to contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Indemnitee shall submit Company will subject to this Section 5 file promptly (A) an appropriate amendment to such Shelf Registration Statement curing such defect, and, if Commission review is required, use its best efforts to cause such amendment to be declared effective as soon as practicable, (B) a supplement pursuant to Rule 424 under the Corporation a written request, including in Act curing such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, defect or (iiC) in the case of all other indemnification, sixty (60) calendar days after receipt an Exchange Act report incorporated by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) belowreference curing such defect. (biii) With respect prepare and file with the Commission such amendments and post-effective amendments to requests the Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement effective for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct period set forth in Section 2. Any determination 3 hereof, cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to whether Indemnitee has met be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, and such other Rules as are applicable to the Prospectus, under the Act in a timely manner; and comply with the provisions of the Act with respect to the disposition of all Transfer Restricted Securities covered by such Shelf Registration Statement during the applicable standard period in accordance with the intended method or methods of conduct distribution by the sellers thereof set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid such Shelf Registration Statement or supplement to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnificationProspectus. (civ) Notwithstanding anything to advise the contrary set forth in this AgreementHolders and underwriters, if a request for indemnification is made after a Change in Controlany, at the election of the Indemnitee made in writing to the Corporationpromptly and, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or requested by such other person as Persons, confirm such advice in writing, (A) when the court shall designate, and the person with respect to whom an objection is favorably resolved Shelf Registration Statement or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected Prospectus supplement or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporationpost- effective amendment has been filed, and, with respect to the Shelf Registration Statement or any criminal Proceedingpost-effective amendment thereto, had reasonable cause when the same has become effective, (B) of any request by the Commission for amendments to believe the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that his makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or her conduct was unlawfulsupplement thereto made, misleading. (ev) Indemnitee shall be deemed subject to Section 5(a)(ii), if any fact or event contemplated by Section 5(iv)(D) above will exist or have acted occurred, prepare a post-effective amendment or supplement to the Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in good faith if Indemnitee’s action is based on the records or books of account light of the Corporation or its affiliatescircumstances under which they were made, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreementmisleading. (fvi) The knowledge and/or actionsdeliver to each Holder and underwriter, if any, without charge, a reasonable number of copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Holder or underwriter reasonably may request; the Company hereby consents to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each Holder and each underwriter, if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto. (vii) prior to any offering of Transfer Restricted Securities, cooperate with the Holders in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as reasonably requested and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company will not be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where it is not now so subject. (viii) in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends. (ix) list all shares of Common Stock covered by the Shelf Registration Statement on the principal U.S. securities exchange on which the Common Stock is then listed. (x) use its best efforts to cause the disposition of the Transfer Restricted Securities covered by the Shelf Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be required to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities. (xi) use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to the Shelf Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) covering a twelve-month period beginning after the Effective Date (as such term is defined in paragraph (c) of Rule 158 under the Act). (xvii) provide the Holders with a reasonable opportunity to review and comment on any registration statement to be filed pursuant to this Agreement prior to the filing thereof with the Commission, and will make all changes thereto as any Holder may request in writing to the extent such changes are required, in the judgment of the Company, by the Act. (xviii) use best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement, or failure the lifting of any suspension of the qualification (or exemption from qualification) of any of the Transfer Restricted Securities for sale in any jurisdiction, at the earliest possible moment. (xix) use its best efforts to actfurnish to each Holder and to each managing underwriter, if any, a signed counterpart, addressed to such Holder or such underwriter, if any, of any director(i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company=s independent public accountants pursuant to SAS 72, officer, agent or employee each in customary form and covering such matters of the Corporation type customarily covered by opinions or comfort letters, as the case may be, as such Holder or the managing underwriter reasonably requests. (xx) enter into customary agreements (including underwriting agreements in customary form, which will include "lock-up" obligations as may be requested by the managing underwriters, not to exceed 90 days in duration, but excluding shares that may be issued pursuant to benefit plans or in connection with mergers or acquisitions) and take such other actions (including using its affiliates shall not be imputed reasonable efforts to Indemnitee make such domestic road show presentations and otherwise engaging in such reasonable marketing support in connection with any underwritten offering, including without limitation the obligation to make its executive officers available for purposes such purpose of determining so requested by the right selling Holder (a "Road Show")) as are reasonably requested by any selling Holder in order to indemnification expedite or facilitate the sale of any Transfer Restricted Securities covered by a registration statement pursuant to an underwritten offering in accordance herewith. (xxi) offer Lehm▇▇ ▇▇▇ opportunity to manage any underwritten offering under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect subject to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective consent of the determination as Holders of a majority of the Transfer Restricted Securities to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrombe included in such registration.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall deliver such Certificated Security to the Pledgee, indorsed to the Pledgee or indorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of advancement an issuer that is not a Subsidiary of Expenses under Section 7such Pledgor, thirty will use its best efforts to cause such issuer) to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the Secured Creditors substantially in the form of Annex G hereto (30appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) calendar days after receipt pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply with the applicable rules of the written request of the Indemnitee, or such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-106(a) and (b), 9-312(a), 9-314(c) and ▇-▇▇▇ (▇) of the UCC). The Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than (x) a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation or (y) a Limited Liability Company Interest of an Inactive Subsidiary to the extent that same remains an "Inactive Subsidiary"), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, delivery of such Note to the Pledgee, indorsed to the Pledgee or indorsed in blank; (vi) with respect to cash, (i) establishment by the Pledgee of a cash account in the case name of all other indemnification, sixty such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (60) calendar days after receipt and no withdrawals or transfers may be made therefrom by any Person except with the Corporation prior written consent of the written request Pledgee) and (ii) deposit of such cash in such cash account; (vii) with respect to Collateral Accounts, the respective Pledgor shall cause each securities intermediary or deposit account bank to duly execute and deliver to the Pledgee an agreement for the benefit of the IndemniteePledgee and the Secured Creditors, subject substantially in the form of Annex H or I, as applicable (appropriately completed to the provisions reasonable satisfaction of Sections 8(b) the Pledgee and 8(c) belowwith such modifications, if any, as shall be reasonably satisfactory to the Pledgee). (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to proceeding Section 8(b3.2(a) above as to whether hereof, each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral : (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of Minnesota), the respective Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that "control" of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information on form covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. From time to time during the Revolving Period, but not more frequently than two (a2) In order times per week, with not less than three (3) Business Days prior written notice to obtain indemnification or advancement Buyer, Seller may request Buyer to enter into a proposed Transaction by sending Buyer written notice of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written such request (which notice may be given via email) (such request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlya “Transaction Request”), and in any event within which Transaction Request shall: (i) describe the Transaction and each proposed Asset and any related underlying Mortgaged Property and other security therefor in the case of advancement of Expenses under Section 7reasonable detail, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) transmit, either in the case of all other indemnificationelectronic or physical format, sixty a complete Underwriting Package for each proposed Asset, (60iii) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this AgreementRepresentation Exceptions requested, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, andany, with respect to each proposed Asset, and (iv) indicate the amount of all then-currently unfunded future funding obligations, and the portion thereof expected to be funded by Buyer under Section 3.10. Seller shall promptly deliver to Buyer (in electronic or physical format) any criminal Proceedingsupplemental materials requested at any time by ▇▇▇▇▇. Buyer shall conduct such review of the Underwriting Package and each such Asset as Buyer determines appropriate. Buyer shall determine whether or not it is willing to purchase any or all of the proposed Assets, had reasonable cause to believe and if so, on what terms and conditions. In connection with such review and determination, ▇▇▇▇▇ may also consider the pro forma effect that his or her conduct was unlawful. (e) Indemnitee shall be deemed to acquiring the proposed Purchased Asset would have acted in good faith if Indemnitee’s action is based on the records or books concentrations of account specific asset categories. It is expressly agreed and acknowledged that ▇▇▇▇▇ is entering into the Transactions on the basis of all such representations and warranties and on the completeness and accuracy of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates contained in the course applicable Underwriting Package, and any incompleteness or inaccuracies in the related Underwriting Package will only be acceptable to Buyer if disclosed in writing (in electronic or physical format) to Buyer by Seller in advance of their duties-39- 1635364089.2 the related Purchase Date, or on and then only if Buyer opts to purchase the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreementrelated Purchased Asset from Seller notwithstanding such incompleteness and inaccuracies. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order If Patheon is notified that any Product or the Facility will be subject to obtain indemnification or advancement of Expenses pursuant to this Agreementan inspection by any Governmental Authority, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within Patheon will: (i) in Immediately advise by telephone, electronic communication (e-mail) or facsimile and provide all relevant information known to Patheon regarding the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or inspection; (ii) Fully cooperate with and allow the inspection to the extent required by Laws; (iii) Except as otherwise required by Laws, Patheon will not permit any inspections involving any Product. All inquiries related to any Product produced hereunder, any Drug Application or XenoPort’s Confidential Information covered by Article XVI of this Agreement will be directed to XenoPort. Patheon agrees that XenoPort or XenoPort Affiliates will have the [ * ] to be present at the Facility during any inspection involving any Product but XenoPort does not have the [ * ] to participate in the case inspection unless requested by Patheon or the Governmental Authority; (iv) Provide daily inspection summaries to XenoPort; and (v) Promptly send XenoPort a copy of all other indemnification, sixty (60) calendar days after receipt any inspection report observations issued by the Corporation of the written request of the Indemnitee, subject a Governmental Authority related to the provisions manufacture, generation, processing, storage, transportation, distribution, treatment, disposal or other management of Sections 8(b) and 8(c) below. (b) With respect Products or Materials as well as responses to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, inspection reports prepared in accordance with this paragraph either Section 9.6. Notwithstanding the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The foregoing provisions of this Section 8(e) shall not be deemed 9.6(a), nothing will oblige Patheon to be exclusive disclose information to XenoPort or XenoPort Affiliates relating to limit any other customer of Patheon or those customer’s products to which the inspection relates, unless such information is of a general nature relating to the Facility, services, equipment or personnel also utilized in any way the other circumstances manufacture of the Products, in which case the Indemnitee may information will be deemed promptly disclosed to have met the applicable standard of conduct set forth in this AgreementXenoPort. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within ten (10) Business Days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall (but only to the extent that the pre-petition agent returns collateral in its possession to the case of advancement of Expenses under Section 7Pledgor for this purpose) physically deliver such Certificated Security to the Pledgee, thirty (30) calendar days after receipt by endorsed to the Corporation of the written request of the Indemnitee, Pledgee or endorsed in blank; (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the Secured Creditors substantially in the form of Annex G hereto (appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be made within reasonably satisfactory to the 60-day period referred Pledgee) pursuant to in clause which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply with the applicable rules of such Clearing Corporation and (ii) of Section 8(a) (unless extended by mutual agreement by to perfect the Corporation and Indemnitee). For the purpose security interest of the foregoing determination with respect to requests Pledgee under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. law (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected toincluding, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designateevent, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. under Sections 9-115 (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification4)(a) and the Corporation hereby indemnifies the Indemnitee therefrom.(b), 9-115 (1)(e) and 8-10▇ (▇) ▇▇ the

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, in addition thereto, the Indemnitee respective Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 7 Business Days after it obtains such Collateral (or such longer period as agreed to by the Collateral Agent in its sole discretion) for the benefit of the Pledgee and the other Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the respective Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank (and on the date hereof, the Holdings shall deliver to the Pledgee the Certificated Securities set forth on Annex C-2 hereto, endorsed to the Pledgee or endorsed in blank); (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the respective Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of advancement an issuer that is not a Subsidiary of Expenses under Section 7such Pledgor, thirty will use its reasonable efforts to cause such issuer) to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex H hereto (30appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) calendar days after receipt pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Administrative Borrower on behalf of the written request respective Pledgor shall promptly notify the Pledgee and the Administrative Agent thereof and shall promptly take all reasonable actions required (x) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary, and (y) to perfect the security interest of the IndemniteePledgee under applicable law (including, in any event, under Sections 9-314(a) and (c), 9-106 and 8-106(d) of the UCC). The Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (x) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (y) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the Pledgee, endorsed to the Pledgee or endorsed in blank; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof for which the Pledgee is entitled to retain pursuant to the terms of this Agreement, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have “control” within the meaning of the UCC and at any time any Default or an Event of Default is in existence no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee and the Administrative Agent and (ii) deposit of such cash in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) belowsuch cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to Section 8(b3.2(a) above as to whether hereof, each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee or the Administrative Agent so that “control” of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee and the Administrative Agent), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order to obtain indemnification or advancement For purposes of Expenses pursuant to this Agreementallocating production (and accounts receivable with respect thereto) under Section 2.3 and Section 2.4, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in liquid Hydrocarbons shall be deemed to be “from or attributable to” the case of advancement of Expenses under Section 7Properties when they pass through the pipeline flange connecting into the tank batteries related to each Well or, thirty (30) calendar days after receipt by if there are not storage facilities, when they pass through the Corporation of LACT meter or similar meter at the written request of entry point into the Indemniteepipelines through which they are transported from such Well, or and (ii) in gaseous Hydrocarbons shall be deemed to be “from or attributable to” the case Properties when they pass through the delivery point sales meters or similar meters at the point of all other indemnification, sixty (60) calendar days after receipt by entry into the Corporation pipelines through which they are transported. Seller shall use reasonable interpolative procedures to arrive at an allocation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) belowproduction when exact meter readings or gauging or strapping data are not available. (b) With respect to requests for indemnification under Section 2Surface use or damage fees, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2insurance premiums (and refunds thereof), and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, other Property Costs (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination other than with respect to requests under Section 2 Asset Taxes, which shall be made within determined in accordance with Section 9.1) that are paid periodically shall be prorated based on the 60-day number of days in the applicable period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 falling before, or repayment of advanced Expenseson or after, the Indemnitee Effective Date, but, notwithstanding anything to the contrary in this Agreement, prepaid insurance premiums that constitute Property Costs shall only be entitled Purchaser’s responsibility to a presumption that he or she has met the applicable standard extent attributable to the period of conduct set forth in Section 2 time between the Effective Date and is entitled to indemnificationthe Closing Date. (c) Notwithstanding anything After Closing, Purchaser shall handle all joint interest audits and other audits of Property Costs covering periods for which Seller is in whole or in part responsible under Section 2.4, provided that, prior to the contrary set forth in this AgreementCut-Off Date, if a request Purchaser shall not agree to any adjustments to previously assessed costs for indemnification which Seller is made after a Change in Controlliable, at or any compromise of any audit claims to which Seller would be entitled, without the election prior written consent of the Indemnitee made in writing to the CorporationSeller, any determination required such consent not to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct unreasonably withheld, conditioned or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven delayed (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed granted if not affirmatively withheld within five (5) Business Days following receipt of Purchaser’s request therefor). Purchaser shall provide Seller with a copy of all applicable audit reports and written audit agreements received by Purchaser and relating to have acted in good faith if Indemnitee’s action periods for which Seller is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreementpartially responsible. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order If the Purchaser elects to obtain indemnification or advancement of Expenses deliver Private Placement Shares pursuant to this AgreementSection 3.01(b) of the Confirmation or, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by Alternative Termination Delivery Units that constitute “securities” within the Corporation meaning of the written request Securities Act, elects to deliver Alternative Termination Delivery Units pursuant to Section 7.02(a) of the IndemniteeConfirmation, or the Purchaser shall effect such delivery in compliance with the private placement procedures provided herein. (iia) The Purchaser shall afford the Seller, and any potential buyers of the Private Placement Shares (or, in the case of all other indemnificationalternative termination settlement where the Alternative Termination Delivery Units constitute “securities” within the meaning of the Securities Act, sixty Alternative Termination Delivery Units) (60collectively, the “Private Securities”) calendar days after receipt designated by the Corporation Seller a reasonable opportunity to conduct a due diligence investigation with respect to the Purchaser customary in scope for private offerings of such type of securities (including, without limitation, the availability of senior management to respond to questions regarding the business and financial condition of the written request Purchaser and the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them), and the Seller (or any such potential buyer) shall be satisfied in all material respects with such opportunity and with the resolution of any disclosure issues arising from such due diligence investigation of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) belowPurchaser. (b) With respect Prior to requests or contemporaneously with the determination of the Private Placement Price (as described below), the Purchaser shall enter into an agreement (a “Private Placement Agreement”) with the Seller (or any affiliate of the Seller designated by the Seller) providing for indemnification the purchase and resale by the Seller (or such affiliate) in a private placement (or other transaction exempt from registration under Section 2the Securities Act) of the Private Securities, indemnification which agreement shall be made unless substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size by similar issuers on commercially reasonable terms and in form and substance reasonably satisfactory to the Corporation determines that Indemnitee has not met Seller (or such affiliate) and the applicable standard Purchaser and (without limitation of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2foregoing) shall: (i) contain customary conditions, and any determination that advanced Expenses must be subsequently repaid customary undertakings, representations and warranties (to and from the CorporationSeller or such affiliate, shall be madeand if requested by the Seller or such affiliate, in the discretion to potential purchasers of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”Private Securities), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause ; (ii) contain customary indemnification and contribution provisions in connection with the potential liability of Section 8(a) (unless extended by mutual agreement the Seller and its affiliates relating to the resale by the Corporation and Indemnitee). For the purpose Seller (or such affiliate) of the foregoing determination with respect Private Securities; (iii) provide for the delivery of related certificates and representations, warranties and agreements of the Purchaser, including those necessary or advisable to requests under Section 2 establish and maintain the availability of an exemption from the registration requirements of the Securities Act for the Seller and resales of the Private Securities by the Seller (or repayment such affiliate); and (iv) provide for the delivery to the Seller (or such affiliate) of advanced Expensescustomary opinions (including, without limitation, opinions relating to the due authorization, valid issuance and fully paid and non-assessable nature of the Private Securities, the Indemnitee shall be entitled to a presumption that he or she has met availability of an exemption from the applicable standard of conduct set forth in Section 2 Securities Act for the Seller and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election resales of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected Private Securities by the Indemnitee, unless the Indemnitee shall request that Seller (or such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1affiliate), and the objection shall set forth with particularity the factual basis lack of such assertion. Absent a proper material misstatements and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates omissions in the course of their duties, or on Purchaser’s filings under the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this AgreementExchange Act). (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee shall submit in addition thereto (but subject to the Corporation a written requestterms of the Intercreditor Agreement), including in such request such documentation and information as is reasonably available Pledgor shall (to the Indemnitee extent provided below and is reasonably necessary not inconsistent with the terms of the Intercreditor Agreement) take the following actions with respect to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlyCollateral as set forth below (as promptly as practicable and, and in any event event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the PBGC Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of advancement an issuer that is not a Wholly-Owned Subsidiary of Expenses under Section 7such Pledgor, thirty will use reasonable efforts to cause such issuer) to duly authorize, execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the PBGC Creditors substantially in the form of Annex H hereto (30appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) calendar days after receipt pursuant to which such issuer agrees to comply with any and all instructions originated by the Corporation Pledgee without further consent by the registered owner and not to comply with instructions or orders regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any Person or entity other that the Pledgee (and its successors and assigns) or a court of competent jurisdiction; provided, however, notwithstanding any other provision contained in this Section 3.2, prior to the Discharge of the written First-Lien Obligations (as defined in the Intercreditor Agreement), a Pledgor shall only be required to enter into an agreement substantially in the form of Annex H hereto with respect to an Uncertificated Security if and to the extent the First-Lien Collateral Agent requires such Pledgor to enter into such agreement with respect to an Uncertificated Security; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems reasonably necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the Pledgee, endorsed in blank, or, at the request of the IndemniteePledgee, endorsed to the Pledgee; provided, however, that with respect to any Note (other than an Intercompany Note) having a face amount of less than $100,000, each such Note shall only be required to be delivered to Pledgee upon the request of the Pledgee; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have “control” within the meaning of the UCC and at any time any Default or Event of Default is in existence no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee and (ii) deposit of such cash in such cash account; provided that, the case of all other indemnification, sixty (60) calendar days after receipt Pledgee hereby agrees that a “control agreement” approved by the Corporation First-Lien Collateral Agent prior to the Discharge of the written request First-Lien Obligations which makes provisions for the Pledgee to exercise control over the cash account after the Discharge of the Indemnitee, subject First-Lien Obligations shall satisfy the requirements of this Section 3.2(vi) with respect to the provisions of Sections 8(b) and 8(c) belowsuch cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to Section 8(b3.2(a) above as to whether hereof, each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be reasonably requested from time to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available time to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred extent not inconsistent with the Intercreditor Agreement by the Indemnitee in Pledgee so cooperating shall be borne that “control” of such Collateral is obtained and at all times held by the Corporation Pledgee; and (irrespective ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s security interest in all Investment Property and other Collateral which can be perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnificationUCC) and the Corporation hereby indemnifies the Indemnitee therefromis so perfected.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, Purchaser and Purchaser’s Representatives shall conduct all Purchaser Investigations strictly in accordance with the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within following procedures: (i) All Purchaser Investigations at the Properties shall be conducted during the normal business hours of the applicable Property on Business Days, unless the applicable Seller otherwise approves in writing and upon appropriate notice to tenants as required under any Leases. (ii) Purchaser shall deliver to the applicable Seller a written notice of Purchaser’s intent to perform any Purchaser Inspection at any Property, in each case at least one (1) Business Day prior to the intended date of entry (notice to B▇▇▇▇ ▇▇▇▇▇▇▇ by electronic mail at b▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall satisfy this notice requirement). Each such notice shall specify the Property to be entered and shall provide (A) the intended date of entry and the portion of the Property to be entered, (B) a description of the proposed Purchaser Investigations, including, without limitation, a list of contractors who will be performing the proposed Purchaser Investigations, and (C) in the case instance of advancement a physically invasive test otherwise permitted hereunder, a copy of Expenses under Section 7the Purchaser’s testing plan outlining the tests that Purchaser intends to perform, thirty (30) calendar days after receipt and such other information reasonably requested by the Corporation applicable Seller in connection with such physically invasive testing. Neither Purchaser nor any Purchaser’s Representative shall enter any portion of any Property until the applicable Seller has given written approval of both the request and any testing plan, which approval may be given by electronic mail to J▇▇▇▇ ▇▇▇▇▇▇ at j▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. (iii) A representative of the written request applicable Seller shall have the right, but not the obligation, to be present during any Purchaser Investigation. (iv) Neither Purchaser nor any Purchaser’s Representative shall interfere unreasonably with the use, occupancy or enjoyment rights of any tenants, occupants, invitees, employees or contractors of any Seller at any of the IndemniteeProperties or of any such tenants’ or occupants’ employees, contractors, customers or guests. (v) Purchaser shall have no right to make inquiries of tenants, occupants, invitees, employees or contractors of any Seller without such Seller’s prior written consent, which may be conditioned upon an agent or representative of such Seller accompanying Purchaser or Purchaser’s Representatives during such inquiries. (vi) Purchaser shall have the right to make customary inquiries to confirm existing factual matters or to request publicly available information, in either case, with regard to any Property, arising in connection with (i) a Phase I environmental site assessment, (ii) a third-party zoning compliance report, (iii) a zoning compliance letter from applicable governmental authorities, (iv) a request for copies of permits and licenses, including certificates of occupancy, (v) a request to the applicable Governmental Authorities as to the status of the existing development rights or entitlements with respect to the Properties, or (iivi) taxes attributable to the Properties. Notwithstanding the foregoing, neither Purchaser nor any Purchaser Representative shall affirmatively request any governmental or quasi-governmental agency to undertake any action which would or could lead to a hearing before any governmental or quasi-governmental agency, or which would or could lead to a note or notice of violation of law or municipal ordinance, order or requirement imposed by such an agency, at any Property, or any change in zoning, licenses, permits or other entitlements or any investigation or restriction on the use of any Property or any part thereof by such an agency, except to the extent that the applicable Seller provides prior written consent to such inquiries in such Seller’s sole discretion. (vii) Following each entry by Purchaser or any Purchaser’s Representative with respect to any Purchaser Investigation, Purchaser shall promptly restore, or cause to be restored, the affected Property to substantially the same condition as existed immediately prior to the Purchaser Investigation. Except in connection with radon testing, Purchaser shall not have the right to submit any samples or other materials to any testing laboratory or similar facility without obtaining the prior written consent of such Seller in such Seller’s sole discretion. The restoration provisions of this subsection shall survive the termination or expiration of this Agreement. (viii) Prior to entering onto any Property to conduct any Purchaser Investigation, Purchaser shall obtain (or shall cause Purchaser’s Representatives to obtain), and during the period of all Purchaser Investigations shall maintain or cause to be maintained, at the sole expense of Purchaser or Purchaser’s Representatives, with respect to such Property: (A) commercial general liability (“CGL”) insurance, issued on a form at least as broad as Insurance Services Office (“ISO”) Commercial General Liability Coverage “occurrence” form CG 00 01 10 01 or another “occurrence” form providing equivalent coverage, including contractual liability coverage with respect to Purchaser’s obligations under this Agreement and personal injury liability coverage, with limits of not less than Two Million Dollars ($2,000,000) for any one occurrence and Five Million Dollars ($5,000,000) in the case of all aggregate; (B) comprehensive automobile liability insurance (covering any automobiles owned or operated by Purchaser or Purchaser’s Representatives) issued on a form at least as broad as ISO Business Auto Coverage form CA 00 01 07 97 or other indemnificationform providing equivalent coverage; (C) worker’s compensation insurance, sixty and (60D) calendar days after receipt employer’s liability insurance. Such automobile liability insurance shall be in an amount not less than One Million Dollars ($1,000,000) for each accident. Such worker’s compensation insurance shall carry minimum limits as defined by the Corporation law of the written request of jurisdiction in which the Indemnitee, subject applicable Property is located (as the same may be amended from time to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification time). Such employer’s liability insurance shall be made unless the Corporation determines that Indemnitee has in an amount not met less than Two Million Dollars ($2,000,000) for each accident, Two Million Dollars ($2,000,000) disease-policy limit, and Two Million Dollars ($2,000,000) disease-each employee. The applicable Seller (and, upon such Seller’s request, the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, Property manager and any determination that advanced Expenses must be subsequently repaid to the Corporation, Property mortgagee(s)) shall be made, in named as additional insureds on the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination CGL and automobile liability insurance policies with respect to requests under Section 2 liability arising out of the named insured’s acts or omissions relating to such Property. Each such insurance policy shall be made within the 60-day period referred subject to in clause such Seller’s prior written approval, not to be unreasonably withheld or delayed (ii) for avoidance of Section 8(a) (unless extended by mutual agreement doubt, such written approval shall be deemed given by the Corporation applicable Seller allowing Purchaser and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met Purchaser’s Representatives on the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything Property to the contrary extent the insurance policy otherwise satisfies the coverage types and amounts set forth in this AgreementSection 7.1(b)(viii)). Prior to making any entry upon each Property, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing Purchaser or Purchaser’s Representatives shall furnish to the CorporationSellers a certificate of insurance evidencing the foregoing coverages for such Property, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard which certificate of conduct or is required to repay advanced Expenses insurance shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice form and substance reasonably satisfactory to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedSellers. (dix) The termination of Purchaser agrees (A) to promptly pay when due all costs associated with the Purchaser Investigations and (B) not to cause, permit or suffer any Proceeding by judgment, order, settlement, conviction lien or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed encumbrance to be in, or not opposed to, the best interests of the Corporation, and, with respect to asserted against any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made Property related to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliatesPurchaser Investigations. The provisions of this Section 8(e) subsection shall not be deemed to be exclusive survive the termination or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard expiration of conduct set forth in this Agreement. (fx) The knowledge and/or actions, or failure Purchaser shall comply with all Applicable Law which might in any way relate to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this AgreementPurchaser Investigations. (gxi) The Indemnitee Neither Purchaser nor any Purchaser’s Representative shall cooperate with the persondamage any part of any Property or any personal property owned or held by any tenant, persons occupant or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromthird party.

Procedures. (a) In order The Company shall afford the Trust, and any potential buyers of the Registrable Securities (the “Private Securities”) designated by the Trust a reasonable opportunity to obtain indemnification or advancement conduct a due diligence investigation with respect to the Company customary in scope for private offerings of Expenses pursuant to this Agreementsuch type of securities (including, without limitation, the Indemnitee shall submit availability of senior management to respond to questions regarding the Corporation a written request, including in such request such documentation business and information as is reasonably financial condition of the Company and the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them), and the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification Trust (or advancement of Expenses. Any any such indemnification or advancement of Expenses potential buyer) shall be made promptly, satisfied in all material respects with such opportunity and in with the resolution of any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation disclosure issues arising from such due diligence investigation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) belowCompany. (b) With respect to requests The Company shall enter into an agreement (a “Private Placement Agreement”) with the Trust (or any Affiliate of the Trust designated by the Trust) providing for indemnification the purchase and resale by the Trust (or such Affiliate) in a private placement (or other transaction exempt from registration under Section 2the Securities Act) of the Private Securities, indemnification which agreement shall be made unless on commercially reasonable terms and in form and substance reasonably satisfactory to the Corporation determines that Indemnitee has not met Trust (or such Affiliate) and (without limitation of the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2foregoing) shall: (i) contain customary conditions, and any determination that advanced Expenses must be subsequently repaid customary undertakings, representations and warranties (to the CorporationTrust or such Affiliate, shall be madeand if requested by the Trust or such Affiliates, in the discretion to potential purchasers of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”Private Securities), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause ; (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation contain indemnification and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred contribution provisions in connection with the potential liability of the Trust and its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident Affiliates relating to the procedures of this paragraph, regardless resale by the Trust (or such Affiliate) of the manner in which such Independent Counsel was selected or appointed.Private Securities; (diii) The termination provide for the delivery of any Proceeding related certificates and representations, warranties and agreements of the Company, including those necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for the Trust and resales of the Private Securities by judgmentthe Trust (or such Affiliate); and (iv) provide for the delivery to the Trust (or such Affiliate) of customary opinions (including, orderwithout limitation, settlementopinions relating to the due authorization, conviction or upon a plea valid issuance and fully paid and non-assessable nature of nolo contendere or its equivalent, shall not, of itself, 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 toPrivate Securities, the best interests availability of an exemption from the Securities Act for the Trust and resales of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee Private Securities by the officers of the Corporation Trust (or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.such

Procedures. (a) In order Tenant's request for consent under this Article VI shall set forth the details of the proposed transfer (and at least ten days prior to obtain indemnification or advancement any Permitted Transfer Tenant shall deliver to Landlord the details of Expenses pursuant to this Agreementthe proposed transfer), the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within including: (i) in the case of advancement of Expenses under Section 7name, thirty (30) calendar days after receipt by the Corporation business and financial condition of the written request prospective transferee, together with a reasonably detailed description of the Indemnitee, or manner in which the prospective transferee will use the Premises; (ii) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licensee, in form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the case terms, covenants, and conditions of this Lease and agreeing that there are no obligations from Landlord to such transferee whatsoever, and (iv) any other information Landlord reasonably requests. Subject to the foregoing provisions of this Article VI, Landlord's consent to a proposed transfer of all other indemnification, sixty (60) calendar days after receipt by the Corporation or part of the written request Premises shall not be unreasonably withheld or delayed. Tenant hereby acknowledges that the creditworthiness and experience of Tenant was a material inducement to Landlord in connection with the Indemniteeconsummation of this Lease, subject and accordingly, in determining whether to approve a proposed transfer, Landlord may take into account the provisions financial capacity of Sections 8(b) such proposed transferee and 8(c) belowthe experience of such party in operating similarly situated properties. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer requiring Landlord's consent, whether or not Landlord consents, in an amount not to exceed $5,000. (b) With respect to requests any request for indemnification under Section 2Landlord's approval of a Transfer, indemnification shall be made unless Landlord must respond to a request from Tenant within ten (10) business days after Landlord's receipt of the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth items specified in Section 2. Any determination as 6.4(a)(i)-(iv) above or Landlord's right to whether Indemnitee has met approve the applicable standard of conduct set forth in Section 2request is deemed waived, and any determination that advanced Expenses must be subsequently repaid to if the Corporation, shall be made, in request from Tenant complies with the discretion of following requirements (the Board of Directors of the Corporation, "Special Notice Provisions"): (1) by a majority vote The request must be in writing, and copies of the directors request must be sent to both Landlord and Landlord's counsel in accordance with the notice provisions of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, Section 10.1 below; and (2) by The request must contain a committee blank sheet on the top of disinterested directors designated by a majority vote it with only the following language appearing in the middle of disinterested directors, whether or not a quorumthe sheet: LANDLORD MUST RESPOND TO THIS REQUEST WITHIN 10 BUSINESS DAYS FROM THE DATE OF LANDLORD'S RECEIPT OF THIS NOTICE OR LANDLORD'S RIGHT TO CONSENT TO OR APPROVE THIS REQUEST WILL BE DEEMED WAIVED. In the event Tenant fails to comply with the Special Notice Provisions, (3i) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion Landlord shall not be required to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made respond within the 60-day specific period referred to in clause of time, (ii) Landlord's right to consent to or approve the request will not be deemed waived if Landlord fails to respond within the specific period of Section 8(atime, and (iii) (unless extended Landlord shall not be deemed to have consented to or approved the request if Landlord fails to respond with the specific period of time. If the proposed Transfer would require the consent of Landlord's lender, Landlord's response shall state that any approval given by mutual agreement by Landlord is conditioned upon the Corporation and Indemnitee). For the purpose approval of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnificationproposed Transfer by Landlord's lender. (c) Notwithstanding anything the foregoing provisions of this Article VI, Tenant may enter into subleases without the Landlord's prior consent provided that each of the following conditions is satisfied: (i) there is no then existing Event of Default by Tenant and no uncured notice of any facts or circumstances has been given to Tenant that, if not cured within an applicable cure period, will become an Event of Default; (ii) the contrary cumulative total of the Premises subject to subleases does not exceed 15,000 square feet; (iii) the aggregate amount of space subject to subleases does not exceed 25% of the total rentable space at the Premises; (iv) at least ten (10) days before executing any such sublease, Tenant shall deliver to Landlord the information described in Section 6.4(a)(i)- (iv) together with a certification by Tenant that the conditions set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b6.4(c)(i)-(iii) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person are satisfied with respect to whom an objection is favorably resolved or the person so appointed prospective sublease; (v) Landlord shall act as Independent Counsel. The Corporation shall pay the determine, in its reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraphbusiness judgment, regardless of that the manner in which such Independent Counsel was selected the prospective subtenant will use the Premises will not materially and adversely affect the condition or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 safety of the Corporation, Premises; and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall cause (or, in the case of advancement an Uncertificated Security issued by a Person which is not a Subsidiary of Expenses under Section 7such Pledgor, thirty shall use its reasonable best efforts to cause) the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the Secured Creditors substantially in the form of Annex G hereto (30appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) calendar days after receipt pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the written Pledgee under applicable law (including, in any event, under Sections 9-312(a) and (b), 9-106 and 8-106(d) of the UCC). The Pledgor further agrees to take such actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the Pledgee, endorsed to the Pledgee or endorsed in blank; and (vi) with respect to cash, upon the request of the IndemniteePledgee from and after, and during the continuation of, an Event of Default, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee) and (ii) deposit of such cash in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) belowsuch cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to Section 8(b3.2(a) above as to whether hereof, each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral (as defined below): (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be requested from time to time by the Pledgee so that "control" of such person, persons Collateral is obtained (to the greatest extent feasible in the case of any Collateral constituting a partnership or entity upon reasonable advance request membership interest in any documentation or information Person which is not privileged a Subsidiary of any Pledgor) and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or otherwise protected from disclosure other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (aincluding a written notice of such proceeding) In order for any Taxes as to obtain indemnification or advancement of Expenses which the Lessee may have an indemnity obligation pursuant to this AgreementSection, the or if any Tax Indemnitee shall submit determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to this Section may be payable, such Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, at its expense, to participate in and to the Corporation a written requestextent that the Lessee desires to, including assume and control the defense thereof; provided, however, that the Lessee shall have acknowledged in writing if the contest is unsuccessful its obligation to fully indemnify such request Tax Indemnitee in respect of such documentation action, suit or proceeding; and information as is reasonably available provided, further, that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the Lessee) if and to the extent that (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Tax Indemnitee or will involve a material risk of the sale, forfeiture or loss, or the creation, of any Lien (other than a Permitted Lien) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnities in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified Claim(s), (C) an Event of Default has occurred and is reasonably necessary continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to determine whether the transactions contemplated by the Operative Documents and if determined adversely could be materially detrimental to what extent the interests of such Tax Indemnitee is entitled notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlyany contests controlled by a Tax Indemnitee, and in any event within (i) in if such contest relates to the case federal or any state income tax liability of advancement such Tax Indemnitee, such Tax Indemnitee shall be required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of Expenses under Section 7, thirty (30) calendar days after receipt independent tax counsel selected by the Corporation of Tax Indemnitee and reasonable satisfactory to the written request of the Indemnitee, Lessee stating that a reasonable basis exists to contest such claim or (ii) in the case of all other indemnificationan appeal of an adverse determination of any contest relating to any Taxes, sixty (60) calendar days after receipt an opinion of such counsel to the effect that such appeal is more likely than not to be successful; provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, Lessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information, documents and testimony reasonably requested by the Lessee as are necessary to advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this paragraph either the Corporation or the Section. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee may petition the Court of Chancery of the State of Delaware shall enter into any settlement or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, compromise with respect to any criminal Proceeding, had reasonable cause Claim which is entitled to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on indemnified under this Section without the records or books of account prior written consent of the Corporation or its affiliatesLessee, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) which consent shall not be deemed unreasonably withheld, unless such Tax Indemnitee waives its right to be exclusive or indemnified under this Section with respect to limit in any way such Claim. Notwithstanding anything contained herein to the other circumstances in which contrary, (i) a Tax Indemnitee will not be required to contest (and the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates Lessee shall not be imputed permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee for purposes of determining the shall waive its right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination Section with respect to such claim (and any related claim with respect to other taxable years the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information contest of which is not privileged or otherwise protected from disclosure precluded as a result of such waiver) and (ii) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which is reasonably available to in the opinion of the Lessee's counsel creates substantial authority for the success of such contest. Each Tax Indemnitee and reasonably necessary to the Lessee shall consult in good faith with each other regarding the conduct of such determination. Any Expenses actually and reasonably incurred contest controlled by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromeither.

Procedures. If No Sale During Marketing Period. If the Lessee effectively elects the Remarketing Option and each of the conditions and requirements set forth in Section 12.1 hereof shall have been satisfied, but, nevertheless, the Lessee is unable to obtain bids for the Property satisfactory to the Agent pursuant to Section 12.1(h) above and the Property remains unsold at the end of the Marketing Period, then the Lessee shall, in addition to making the payments required pursuant to Sections 12.1(k) and 12.1(1) above, surrender the Property to the Lessor (or to any other Person specified by the Lessor). In connection with such surrender of the Property, the Lessee shall, at its own cost and expense, do each of the following or otherwise comply with this Section 12.2: (a) In order to obtain indemnification the Lessee shall, on or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit prior to the Corporation a written requestFinancing Termination Date, including in such request such documentation execute and information as is reasonably available deliver to the Indemnitee Lessor (or to the Lessor's designee) (A) a certificate of the Lessee containing representations and is reasonably necessary warranties regarding the absence of Liens (other than Permitted Liens), (B) if applicable or required, a ▇▇▇▇ of sale with respect to determine whether all equipment and other personal property comprising part of the Property and (C) a deed or other conveyance instrument of the Lessee's entire interest in the Property (which shall include an assignment of all of the Lessee's right, title and interest in and to what extent any insurance or loss proceeds with respect to the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, Property and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case an assignment of all other indemnificationleases and subleases the Property), sixty (60) calendar days after receipt by the Corporation in each case in recordable form and otherwise in conformity with local custom and free and clear of the written request of the Indemnitee, subject any Liens attributable to the provisions of Sections 8(b) and 8(c) below.Lessee; (b) With respect the Lessee shall execute and deliver to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met Lessor and the applicable standard of conduct set forth Lessor's title insurance company an affidavit in Section 2. Any determination customary form as to whether Indemnitee has met the applicable standard absence of conduct set forth in Section 2any Liens (other than Permitted Liens), and any determination that advanced Expenses must be subsequently repaid shall execute and deliver to the CorporationLessor a statement of termination of this Lease; (c) the Lessee shall, shall be madeon the Financing Termination Date, (i) vacate the Property and, at the request of the Lessor, cause any subtenant or other sublessee of the Property to vacate the Property, and (ii) transfer possession of the Property to the Lessor or any Person designated by the Lessor, in each case by surrendering the same into the possession of the Lessor or such Person, as the case may be, in the discretion condition required by the Surrender Conditions and in compliance with Applicable Law; (d) on or prior to the Financing Termination Date, the Lessee shall deliver to the Lessor or any Person designated by the Lessor copies of all books and records in any Lessee Parties' possession or control regarding the maintenance and ownership of the Board of Directors Property, a current copy of the Corporation, (1) by a majority vote plans and specifications for the Property and an assignment of all assignable licenses necessary for the operation and maintenance of the directors Property; (e) the Lessee shall, for so long as the Lessor shall own the Property, cooperate reasonably with the Lessor and/or any Person designated by the Lessor to receive the Property, which cooperation shall include seeking and obtaining all necessary Governmental Action. The obligations of the Corporation consisting Lessee under this paragraph shall survive the expiration or termination of persons who are not at this Lease; and (f) in the event that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders Lessor disposes of the Corporation. Any such determination with respect to requests under Section 2 shall be made within Property after the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced ExpensesRemarketing Period, the Indemnitee Lessee shall be entitled to a presumption that he or she has met receive the applicable standard surplus, if any of conduct set forth in Section 2 (i) the sum of (A) all amounts paid to the Lessor pursuant to Sections 12.1(k) and is entitled to indemnification.12.1 (c1) Notwithstanding anything to above plus (B) the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election net sales proceeds of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors disposition of the Corporation. The party making Property, over (ii) the determination shall give written notice to sum of (A) the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven Outstanding Lease Balance plus (7B) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably costs incurred by the Indemnitee Lessor in so cooperating shall be borne respect of the Property which have not been otherwise paid by the Corporation Lessee or the Guarantor plus (irrespective of C) any unpaid Basic Rent or Additional Rent plus (D) the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromImputed Return.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the extent provided below), in respect of the Partnership Interests and Limited Liability Company Interests, take the following actions as set forth below (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Creditors: (a) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation a written requestor Securities Intermediary), including in such request Pledgor shall physically deliver such documentation and information as is reasonably available Certificated Security to the Indemnitee Pledgee, endorsed to the Pledgee or endorsed in blank; (b) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and is reasonably necessary deliver to determine whether the Pledgee an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex E hereto (appropriately completed to what extent the Indemnitee is entitled to indemnification or advancement satisfaction of Expenses. Any the Pledgee and with such indemnification or advancement of Expenses modifications, if any, as shall be made promptlysatisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; and (c) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and in any event within shall promptly take (x) all actions required (i) in to comply with the case applicable rules of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the such Clearing Corporation of the written request of the Indemnitee, or Securities Intermediary and (ii) in to perfect the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation security interest hereunder of the written request Pledgee under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the Indemnitee, subject to the provisions of Sections 8(bUCC) and 8(c(y) belowsuch other actions as the Pledgee deems reasonably necessary or desirable to effect the foregoing. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to Section 8(b3.2(a) above as to whether hereof, each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (a) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as the same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be requested from time to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred time by the Indemnitee in Pledgee so cooperating shall be borne that “control” of such Collateral is obtained and at all times held by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.Pledgee; and

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in If the case Company proposes to undertake an issuance of advancement Pre-emptive Securities after the Closing Date, the Company shall give each Pre-emptive Right Holder written notice (an “Issuance Notice”) of Expenses under Section 7such intention prior to such proposed issuance, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below.which notice shall include: (bA) With respect the type and class or series of Pre-emptive Securities; (B) the number of such Pre-emptive Securities to requests for indemnification under Section 2, indemnification shall be made unless issued; (C) the Corporation determines that Indemnitee has not met the applicable standard per share price of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, such Pre-emptive Securities; (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3D) if there are no disinterested directorsapplicable, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders such Pre-emptive Right Holder’s Pro Rata Share of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60Pre-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made emptive Securities as determined pursuant to Section 8(b5.16(a)(i); (E) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemniteeif applicable, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven prospective transferee; and (7F) days after such written notice of selection shall have been given, deliver to the other party a written objection material terms and conditions upon which the Company proposes to issue such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedPre-emptive Securities. (dii) The termination Each Pre-emptive Right Holder shall have the right (the “Pre-emptive Right”) to subscribe up to such Pre-emptive Right Holder’s Pro Rata Share of any Proceeding such Pre-emptive Securities as determined pursuant to Section 5.16(a)(i) at the price per share and upon the other terms and conditions specified in the Issuance Notice and shall have ten (10) Business Days after the Issuance Notice is received (the “Pre-emptive Period”) to exercise its Pre-emptive Right by judgment, order, settlement, conviction or upon giving written notice (a plea “Pre-emptive Acceptance Notice”) to the Company and stating therein the quantity of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed Pre-emptive Securities to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulsubscribed. (eiii) Indemnitee If, at the expiration date of the Pre-Emptive Period, any Pre-emptive Right Holder has not exercised its Pre-emptive Right by giving an Pre-Emptive Acceptance Notice to the Company, such holder shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books waived all of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of rights under this Section 8(e) shall not be deemed to be exclusive or to limit 5.16 with respect to, and only with respect to, the proposed issuance specified in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreementsuch Issuance Notice. (fiv) The knowledge and/or actionsIn the event that any Pre-emptive Right Holder delivers a Pre-emptive Acceptance Notice during the Pre-emptive Period, or failure then the closing of such issuance of Pre-emptive Securities shall take place within fifteen (15) Business Days after the later to act, occur of any director, officer, agent or employee (A) the expiry of the Corporation or its affiliates Pre-emptive Period, and (B) the receipt of all regulatory approvals required for such issuance. Upon such closing, the Company shall not be imputed (1) allot and issue the applicable Pre-emptive Securities to Indemnitee each Pre-emptive Right Holder exercising the Pre-emptive Rights pursuant to this Section 5.16, (2) if applicable, enter each such Pre-emptive Right Holder’s name in the register of members to reflect it as the owner of such Pre-emptive Securities (and within one (1) Business Day thereafter deliver a certified true copy thereof to such Pre-emptive Right Holder), and (3) if such Pre-emptive Securities are represented by certificates, issue and deliver certificates representing such Pre-emptive Securities to such Pre-emptive Right Holder, in each case against payment by such Pre-emptive Right Holder of the subscription price for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate such Pre-emptive Securities in accordance with the person, persons or entity making such determination with respect to terms and conditions specified in the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromIssuance Notice.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall auto­matically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlyor, and in any event within (i) in the case of advancement of Expenses under Section 73.2(a)(v), authorize the Pledgee to take, the following actions as set forth below (as promptly as practicable and, in any event, within thirty (30) calendar days after receipt by it obtains such Collateral) for the Corporation benefit of the written request of Pledgee and the IndemniteeSecured Parties: (i) with respect to a Certificated Security, or such Pledgor shall deliver such Certificated Security to the Pledgee with transfer powers executed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), such Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of an issuer that is not a Subsidiary of such Pledgor, will use reasonable efforts to cause such issuer) to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Parties substantially in the form of Annex G hereto (appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all other indemnification, sixty (60) calendar days after receipt instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply in all material respects with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the written request Pledgee under applicable law ​ ​ ​ (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the IndemniteeUCC). Such Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation), subject (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; and (v) with respect to cash proceeds from any of the provisions Collateral described in Section 3.1 hereof which are not released to such Pledgor in accordance with Section 7 hereof, (i) establishment by the Pledgee of Sections 8(ba cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee) and 8(c(ii) belowdeposit of such cash in such cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporationactions required to be taken pursuant to Section 3.2(a) hereof, each Pledgor shall be made, in take the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination following additional actions with respect to requests under Section 2 shall be made the Collateral: (i) with respect to all Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the 60meaning of Section 8-day period referred 106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to in clause time, or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “control” of such Collateral is obtained and at all times held by the Pledgee; (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant states, covering all Collateral hereunder (with the form of Section 8(a) (unless extended by mutual agreement such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Collateral which is perfected by the Corporation and Indemnitee). For filing of such financing statements (in each case to the purpose maximum extent perfection by filing may be obtained under the laws of the foregoing determination relevant states, including, without limitation, Section 9-312(a) of the UCC); and (iii) with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. any deposit account (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and 9-102 of the objection shall set forth with particularity the factual basis UCC) of such assertion. Absent a proper and timely objectionPledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 9-104 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee laws of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of any relevant State other than the State of Delaware or other court of competent jurisdiction for resolution of any objection which New York), each Pledgor shall have been made by from time to time execute and deliver and cause the Corporation or the Indemnitee relevant depositary bank to execute and deliver a control agreement in form and substance reasonably satisfactory to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent CounselPledgee. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.​ ​ ​

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the respective Pledgor shall physically deliver such Certificated Security to the Pledgee, indorsed to the Pledgee or indorsed in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), the respective Pledgor shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the case form of Annex G hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all other indemnification, sixty (60) calendar days after receipt instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the written request Pledgee under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the IndemniteeUCC) and (y) such other actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), subject (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the provisions Pledgee, indorsed to the Pledgee or indorsed in blank; and (vi) after an Event of Sections 8(bDefault has occurred and is continuing, with respect to cash, to the extent not otherwise provided for in the US Security Agreement, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have "control" within the meaning of the UCC (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee) and 8(c(ii) belowdeposit of such cash in such cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to preceding Section 8(b3.2(a) above as to whether hereof, each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be requested from time to time by the Pledgee so that "control" of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States (with the form of such financing statements to be satisfactory to the Pledgee), persons or entity upon reasonable advance request any documentation or information to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. Upon receipt of a Request from the Shareholder or another Newmont Group entity pursuant to the provisions of this Article 5, the Corporation shall use its reasonable commercial efforts to effect the Qualification, and in particular, the Corporation shall: (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreementprepare, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation sign and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and file (in any event within forty-five (i45) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after the Request has been delivered to the Corporation) the preliminary prospectus and such other related documents as may be necessary to be filed in connection with any such preliminary prospectus and shall, as soon as possible after any comments of the Canadian Securities Commissions have been satisfied with respect thereto, prepare and file under and in compliance with the Canadian Securities Laws a final prospectus, and use its commercially reasonable efforts to cause a receipt to be issued for such prospectuses to be effective as soon as possible and shall take all other steps and proceedings that may be necessary in order to qualify the Qualifiable Securities under the applicable Canadian Securities Laws for distribution by registrants who comply with the relevant provisions of the Canadian Securities Laws (provided that, before filing all such documents referred to in this provision, the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject shall furnish to counsel to the Shareholder copies thereof and otherwise comply with the provisions of Sections 8(b) and 8(c) below.hereof); (b) With prepare, sign and file with the applicable Canadian Securities Commissions in the jurisdictions in which the Qualification is to be effected all such amendments and supplements to such preliminary prospectus and prospectus as may be necessary to comply with the provisions of the applicable Canadian Securities Laws with respect to requests for indemnification under Section 2the distribution of the Qualifiable Securities, indemnification shall and to take such steps as are necessary to maintain the qualification of such prospectus until the earlier of either: (i) the time at which the distribution of the Qualifiable Securities sought to be made unless sold is completed; or (ii) the Corporation determines that Indemnitee has not met date which is forty-two (42) days immediately following the date on which the prospectus is filed with the applicable standard of conduct set forth Canadian Securities Commissions in Section 2. Any determination as the jurisdictions in which the Qualification is to whether Indemnitee has met be effected; (c) cause to be furnished to the applicable standard of conduct set forth in Section 2, Shareholder and any determination that advanced Expenses must be subsequently repaid such other Newmont Group entity and such other persons as the Shareholder may reasonably specify: (i) such number of copies of such prospectuses and any amendments and supplements thereto (including any documents incorporated therein by reference) and such other relevant documents as the underwriter(s) may request in order to facilitate the disposition of the Qualifiable Securities; (ii) an opinion of counsel to the Corporation, shall be madesubject to customary assumptions and qualifications, in addressed to the discretion Shareholder and any such other Newmont Group entity and the underwriter(s) of such offering and dated the closing date of the Board of Directors offering as to the Corporation’s legal status and capacity, the Corporation’s authorized capital, the valid issuance of the CorporationQualifiable Securities, (1) by the enforceability against the Corporation of any underwriting agreement to which the Corporation is a majority vote party, the qualification of the directors distributions of the Qualifiable Securities, and such other customary matters as the Shareholder or any such underwriters may reasonably require; (iii) a non-statutory “comfort” letter addressed to the underwriters dated the date of the prospectus and the closing date of the offering signed by the auditors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders respect of the Corporation. Any financial information contained in the prospectus; and (iv) such determination corporate certificates as are customarily furnished in securities offerings, and, in each case, covering substantially the same matters as are customarily covered in such documents in the relevant jurisdictions and such other matters as the Shareholder or any such underwriter(s) may reasonably request; (d) use its commercially reasonable efforts to comply with respect the Canadian Securities Laws and the rules, regulations and policies of any applicable stock exchange; (e) cause all such Qualifiable Securities sought to requests under Section 2 shall be made within sold to be listed on each securities exchange or over-the-counter market on which the 60-day period referred to Shares are then listed, if not already so listed; (f) in clause (ii) the event of Section 8(a) (unless extended the issuance of any order or ruling suspending the effectiveness of a prospectus receipt or any order suspending or preventing the use of any prospectus or suspending the qualification or the distribution of any of the Qualifiable Securities qualified by mutual agreement by such prospectus for sale in any applicable Canadian provinces, the Corporation shall promptly notify the Shareholder and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis Newmont Group entity of such assertion. Absent a proper event and timely objection, use its commercially reasonable efforts promptly to obtain the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that withdrawal of such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected order or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counselruling. The Corporation shall pay promptly notify the reasonable Expenses of Independent Counsel incurred in connection with its acting in Shareholder and such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless other Newmont Group entity of the manner in which such Independent Counsel was selected or appointed. (d) The termination withdrawal of any Proceeding by judgment, order, settlement, conviction such order or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, ruling; and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with take all such other commercially reasonable actions permitted by law that the person, persons Shareholder or any such other Newmont Group entity making such determination with respect reasonably requests in order to expedite or facilitate the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to re-sale of the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred Qualifiable Securities by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromShareholder or such other Newmont Group entity.

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, the Indemnitee shall submit Prior to the Corporation a written requestClosing Date, including in such request such documentation and information as is reasonably available Seller delivered to initial Buyer the Underwriting Package for the Asset. On or prior to the Indemnitee Funding Expiration Date, with not less than three (3) Business Days’ prior written notice to Agent, Seller and is reasonably necessary to determine whether and to what extent Agent shall enter into the Indemnitee is entitled to indemnification or advancement Transaction as evidenced by Seller sending Agent a notice substantially in the form of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within Exhibit A (“Transaction Request”) (i) describing the Asset and (ii) specifying which (if any) of the representations and warranties of Seller set forth in this Agreement (including in Schedule II applicable to the Asset) Seller will be unable to make with respect to the Asset. Seller shall promptly deliver to Agent and each Buyer any supplemental materials requested at any time by Agent or any Buyer, provided such requested supplemental materials are either in Seller’s possession or are reasonably obtainable by Seller. It is expressly agreed and acknowledged that Agent is entering into the Transaction on behalf of each Buyer, on the basis of all such representations and warranties. In the event of either (i) a Representation Breach relating to Section 7.10 or to a representation contained in Schedule II of this Agreement or (ii) a Representation Breach or breach of a covenant set forth in Article 8 hereof arising solely out of clause (f) of the definition of “Material Adverse Effect”, Seller shall (x) by not later than the fifth (5th) Business Day after receipt of notice thereof from Agent or any Buyer or the discovery thereof by Seller, either remedy such Representation Breach or deliver evidence to Agent that Guarantor has delivered to the investors in Guarantor capital calls in an amount sufficient to repurchase the Purchased Asset and (y) if the Representation Breach remains unremedied at the end of the five (5) Business Day period referred to in the case of advancement of Expenses under immediately preceding clause (x), repurchase the Asset in accordance with Section 7, thirty 3.05 by not later than ten (3010) calendar days Business Days after receipt by the Corporation end of the written request initial five (5) Business Day period referred to in the preceding clause (x). (b) By not later than the Purchase Date, Seller shall deliver to Agent an executed preliminary Confirmation for the Transaction, describing the Asset and its proposed Purchase Date, Applicable Purchase Percentage and Original Purchase Price. If Agent, in its commercially reasonable discretion, requires changes to the preliminary Confirmation, Seller shall make such changes and re-execute the preliminary Confirmation. Agent shall promptly execute and return the same to Seller, which shall thereupon become effective as the Confirmation of the IndemniteeTransaction. Upon the execution of the Confirmation by Agent and Seller, the Transaction shall become effective and shall be subject to all of the terms and conditions of the Repurchase Documents. Agent’s purchase of the Asset shall be evidenced only by its execution and delivery of the Confirmation. For the avoidance of doubt, neither Agent nor any Buyer shall (i) be bound by any preliminary or final non-binding determination referred to above, or (ii) in be obligated to purchase the case of all other indemnification, sixty (60) calendar days after receipt Asset notwithstanding the Confirmation executed by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) Parties unless and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the until all applicable standard of conduct set forth conditions precedent in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) Article 6 have been satisfied or waived by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnificationAgent. (c) Notwithstanding anything to the contrary set forth in The Confirmation, together with this Agreement, if a request for indemnification is made after a Change in Control, at the election shall be conclusive evidence of the Indemnitee made in writing terms of the Transaction covered thereby, and shall be construed to be cumulative to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided extent possible. If terms in a Confirmation are inconsistent with terms in this Section 8(c)Agreement with respect to the Transaction, the Confirmation shall prevail. The Independent Counsel shall be selected by Whenever the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors Applicable Purchase Percentage or any other term of the Corporation. The party making Transaction (other than the determination shall give written notice Pricing Rate and outstanding Purchase Price) with respect to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection Asset is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected revised or if selected, shall have been objected to, adjusted in accordance with this paragraph either the Corporation Agreement, an amended and restated Confirmation reflecting such revision or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee adjustment and that is otherwise acceptable to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected Parties shall be prepared by the court or Seller and executed by such other person as the court shall designate, Seller and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedAgent. (d) The termination of fact that Agent or any Proceeding by judgment, order, settlement, conviction Buyer has conducted or upon a plea of nolo contendere has failed to conduct any partial or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, complete examination or not opposed to, the best interests any other due diligence review of the Corporation, and, Asset or Purchased Asset shall in no way affect any rights Agent or any Buyer may have under the Repurchase Documents or otherwise with respect to any criminal Proceeding, had reasonable cause to believe that his representations or her conduct was unlawfulwarranties or other rights or remedies thereunder or otherwise. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) Transaction shall not be deemed entered into if (i) any Default or Event of Default exists or would exist as a result of such Transaction or (ii) after giving effect to be exclusive or to limit in any way the other circumstances in which Transaction, the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee Purchase Price of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining Purchased Asset would exceed the right to indemnification under this AgreementMaximum Purchase Price. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. In the event that any Casualty results in non-structural damage to the Leased Property in excess of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) or in any structural damage to the Leased Property, regardless of the extent of such structural damage, prior to commencing the Work, the Lessee shall comply with the following requirements: (A) The Lessee shall furnish to the Lessor complete plans and specifications for the Work (collectively, the "Plans and Specifications"), for the Lessor's approval, in each instance, which approval shall not be unreasonably withheld or delayed. The Plans and Specifications shall bear the signed approval thereof by an architect, licensed to do business in the State, reasonably satisfactory to the Lessor and shall be accompanied by a written estimate from the architect, bearing the architect's seal, of the entire cost of completing the Work, and to the extent feasible, the Plans and Specifications shall provide for Work of such nature, quality and extent, that, upon the completion thereof, the Leased Property shall be at least equal in value and general utility to its value and general utility prior to the Casualty and shall be adequate to operate the Leased Property for the Primary Intended Use and the Other Permitted Uses; (B) The Lessee shall furnish to the Lessor certified or photostatic copies of all Permits and Contracts required by all applicable Legal Requirements in connection with the commencement and conduct of the Work; (C) The Lessee shall furnish to the Lessor a cash deposit or a payment and performance bond sufficient to pay for completion of and payment for the Work in an amount not less than the architect's estimate of the entire cost of completing the Work, less the amount of property insurance proceeds, if any, then held by the Lessor and which the Lessor shall be required to apply toward restoration of the Leased Property as provided in Section 13.2; (D) The Lessee shall furnish to the Lessor such insurance with respect to the Work (in addition to the insurance required under Section 12.1 hereof) in such amounts and in such forms as is reasonably required by the Lessee; and (E) The Lessee shall not commence any of the Work until the Lessee shall have complied with the requirements set forth in clauses (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreementthrough (d) immediately above, as applicable, and, thereafter, the Indemnitee Lessee shall submit to perform the Corporation Work diligently, in a written request, including in such request such documentation good and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, workmanlike fashion and in any event within good faith in accordance with (iI) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) Plans and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period Specifications referred to in clause (iia) immediately above, (II) the Permits and Contracts referred to in clause (b) immediately above and (III) all applicable Legal Requirements and other requirements of Section 8(a) (unless extended by mutual agreement by this Lease; provided, however, that in the Corporation and Indemnitee). For event of a bona fide emergency during which the purpose Lessee is unable to contact the appropriate representatives of the foregoing determination with respect to requests under Section 2 or repayment of advanced ExpensesLessor, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above Lessee may commence such Work as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on necessary in order to address such emergency without the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” Lessor's prior approval, as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person long as the court shall designate, and Lessee immediately thereafter advises the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses Lessor of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.such

Procedures. (a) In order To the extent that any Pledgor at any time or ---------- from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.2 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 30 days after it obtains such Collateral) for the benefit of the Collateral Agent and the Secured Creditors: (i) with respect to a Certificated Security constituting Collateral (other than a Certificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall physically deliver such Certificated Security to the Collateral Agent, endorsed to the Collateral Agent or endorsed in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or blank; (ii) with respect to an Uncertificated Security constituting Collateral (other than an Uncertificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Collateral Agent, an agreement for the benefit of the Collateral Agent and the Secured Creditors substantially in the case form of Annex D hereto (appropriately completed to the satisfaction of the Collateral Agent and with such modifications, if any, as shall be reasonably satisfactory to the Collateral Agent) pursuant to which such issuer agrees to comply with any and all other indemnification, sixty (60) calendar days after receipt instructions originated by the Collateral Agent without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Collateral Agent thereof and shall promptly take all actions reasonably required (i) to comply with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the written request Collateral Agent under applicable law (including, in any event, under Sections 9-115(4)(a) and (b), 9-115(1)(e) and 8-106(d) of the IndemniteeUCC). The Pledgor further agrees to take such actions as the Collateral Agent deems reasonably necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), subject (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate, the procedure set forth in Section 3.3(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate, the procedure set forth in Section 3.3(a)(ii) hereof; (v) After the occurrence and continuance of an Event of Default, with respect to cash which is Proceeds of Collateral (i) establishment by the Collateral Agent of a cash account in the name of such Pledgor over which the Collateral Agent shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Collateral Agent) and (ii) deposit of such cash in such cash account; and (vi) with respect to any Note, physical delivery of such Note to the provisions of Sections 8(b) and 8(c) belowCollateral Agent, endorsed to the Collateral Agent or endorsed in blank. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to preceding Section 8(b) above as to whether 3.3(a), each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Collateral Agent may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be requested from time to time by the Collateral Agent so that "control" of such personCollateral is obtained and at all times held by the Collateral Agent; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information covering all Collateral hereunder for which the filing of such financing statements is required to perfect the applicable security interest (with the form of such financing statements to be satisfactory to the Collateral Agent), to be filed in the relevant filing offices so that at all times the Collateral Agent has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant states, including, without limitation, Section 9-115(4)(b) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement, Purchaser and Purchaser’s Representatives shall conduct all Purchaser Investigations strictly in accordance with the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within following procedures: (i) All Purchaser Investigations at the Property shall be conducted during the normal business hours of the Property on Business Days, unless Seller otherwise approves in writing and upon appropriate notice to tenants as required under any Leases. (ii) Purchaser shall deliver to Seller a written notice of Purchaser’s intent to perform any Purchaser Inspection at the Property, in each case at least one (1) Business Day prior to the intended date of entry (notice to B▇▇▇▇ ▇▇▇▇▇▇▇ by electronic mail at b▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall satisfy this notice requirement). Each such notice shall specify the Property and shall provide (A) the intended date of entry and the portion of the Property to be entered, (B) a description of the proposed Purchaser Investigations, including, without limitation, a list of contractors who will be performing the proposed Purchaser Investigations, and (C) in the case instance of advancement a physically invasive test otherwise permitted hereunder, a copy of Expenses under Section 7Purchaser’s testing plan outlining the tests that Purchaser intends to perform, thirty and such other information reasonably requested by Seller in connection with such physically invasive testing. Neither Purchaser nor any Purchaser’s Representative shall enter any portion of any Property until Seller has given written approval of both the request and any testing plan, which approval may be given by electronic mail to J▇▇▇▇ ▇▇▇▇▇▇ at j▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. (30iii) calendar days after receipt by A representative of Seller shall have the Corporation right, but not the obligation, to be present during any Purchaser Investigation. (iv) Neither Purchaser nor any Purchaser’s Representative shall interfere unreasonably with the use, occupancy or enjoyment rights of any tenants, occupants, invitees, employees or contractors of Seller at the Property or of any such tenants’ or occupants’ employees, contractors, customers or guests. (v) Purchaser shall have no right to make inquiries of tenants, occupants, invitees, employees or contractors of Seller without Seller’s prior written consent, which may be conditioned upon an agent or representative of Seller accompanying Purchaser or Purchaser’s Representatives during such inquiries. (vi) Purchaser shall have the right to make customary inquiries to confirm existing factual matters or to request publicly available information, in either case, with regard to the Property, arising in connection with (A) a Phase I environmental site assessment, (B) a third-party zoning compliance report, (C) a zoning compliance letter from applicable governmental authorities, (D) a request for copies of permits and licenses, including certificates of occupancy, (E) a request to the applicable Governmental Authorities as to the status of the written request of existing development rights or entitlements with respect to the IndemniteeProperty, or (iiF) taxes attributable to the Property. Notwithstanding the foregoing, neither Purchaser nor any Purchaser Representative shall affirmatively request any governmental or quasi-governmental agency to undertake any action which would or could lead to a hearing before any governmental or quasi-governmental agency, or which would or could lead to a note or notice of violation of law or municipal ordinance, order or requirement imposed by such an agency, at the Property, or any change in zoning, licenses, permits or other entitlements or any investigation or restriction on the use of the Property or any part thereof by such an agency, except to the extent that Seller provides prior written consent to such inquiries in Seller’s sole discretion. (vii) Following each entry by Purchaser or any Purchaser’s Representative with respect to any Purchaser Investigation, Purchaser shall promptly restore, or cause to be restored, the Property to substantially the same condition as existed immediately prior to the Purchaser Investigation. Except in connection with radon testing, Purchaser shall not have the right to submit any samples or other materials to any testing laboratory or similar facility without obtaining the prior written consent of Seller in Seller’s sole discretion. The restoration provisions of this subsection shall survive the termination or expiration of this Agreement. (viii) Prior to entering onto the Property to conduct any Purchaser Investigation, Purchaser shall obtain (or shall cause Purchaser’s Representatives to obtain), and during the period of all Purchaser Investigations shall maintain or cause to be maintained, at the sole expense of Purchaser or Purchaser’s Representatives, with respect to the Property: (A) commercial general liability (“CGL”) insurance, issued on a form at least as broad as Insurance Services Office (“ISO”) Commercial General Liability Coverage “occurrence” form CG 00 01 10 01 or another “occurrence” form providing equivalent coverage, including contractual liability coverage with respect to Purchaser’s obligations under this Agreement and personal injury liability coverage, with limits of not less than Two Million Dollars ($2,000,000) for any one occurrence and Five Million Dollars ($5,000,000) in the case of all aggregate; (B) comprehensive automobile liability insurance (covering any automobiles owned or operated by Purchaser or Purchaser’s Representatives) issued on a form at least as broad as ISO Business Auto Coverage form CA 00 01 07 97 or other indemnificationform providing equivalent coverage; (C) worker’s compensation insurance, sixty and (60D) calendar days after receipt employer’s liability insurance. Such automobile liability insurance shall be in an amount not less than One Million Dollars ($1,000,000) for each accident. Such worker’s compensation insurance shall carry minimum limits as defined by the Corporation law of the written request of jurisdiction in which the Indemnitee, subject applicable Property is located (as the same may be amended from time to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification time). Such employer’s liability insurance shall be made unless the Corporation determines that Indemnitee has in an amount not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2less than Two Million Dollars ($2,000,000) for each accident, Two Million Dollars ($2,000,000) disease-policy limit, and any determination that advanced Expenses must be subsequently repaid to Two Million Dollars ($2,000,000) disease-each employee. Seller (and, upon Seller’s request, the Corporation, Property Manager and Property mortgagee(s)) shall be made, in named as additional insureds on the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination CGL and automobile liability insurance policies with respect to requests under Section 2 liability arising out of the named insured’s acts or omissions relating to the Property. Each such insurance policy shall be made within the 60-day period referred subject to in clause Seller’s prior written approval, not to be unreasonably withheld or delayed (ii) for avoidance of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expensesdoubt, the Indemnitee such written approval shall be entitled to a presumption that he or she has met deemed given by Seller allowing Purchaser and Purchaser’s Representatives on the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything Property to the contrary extent the insurance policy otherwise satisfies the coverage types and amounts set forth in this AgreementSection 7.1(b)(viii)). Prior to making any entry upon the Property, if Purchaser or Purchaser’s Representatives shall furnish to Seller a request certificate of insurance evidencing the foregoing coverages for indemnification is made after a Change in Controlthe Property, at the election which certificate of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses insurance shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice form and substance reasonably satisfactory to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedSeller. (dix) The termination of Purchaser agrees (A) to promptly pay when due all costs associated with the Purchaser Investigations and (B) not to cause, permit or suffer any Proceeding by judgment, order, settlement, conviction lien or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed encumbrance to be in, or not opposed to, asserted against the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made Property related to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliatesPurchaser Investigations. The provisions of this Section 8(e) subsection shall not be deemed to be exclusive survive the termination or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard expiration of conduct set forth in this Agreement. (fx) The knowledge and/or actions, or failure Purchaser shall comply with all Applicable Law which might in any way relate to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this AgreementPurchaser Investigations. (gxi) The Indemnitee Neither Purchaser nor any Purchaser’s Representative shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request damage any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective part of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromProperty or any personal property owned or held by any tenant, occupant or third party.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall deliver such Certificated Security to the Pledgee, indorsed to the Pledgee or indorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of advancement an issuer that is not a Subsidiary of Expenses under Section 7such Pledgor, thirty will use its best efforts to cause such issuer) to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the Secured Creditors substantially in the form of Annex G hereto (30appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) calendar days after receipt pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply with the applicable rules of the written request of the Indemnitee, or such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-106(a) and (b), 9-312(a), 9-314(c) and 8-▇▇▇ (▇) of the UCC). The Pledgor further agrees to take such actions as the Pledgee deems reasonably necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than (x) a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation or (y) a Limited Liability Company Interest of an Inactive Subsidiary to the extent that same remains an “Inactive Subsidiary”), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, delivery of such Note to the Pledgee, indorsed to the Pledgee or indorsed in blank; (vi) with respect to cash, (i) establishment by the Pledgee of a cash account in the case name of all other indemnification, sixty such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (60) calendar days after receipt and no withdrawals or transfers may be made therefrom by any Person except with the Corporation prior written consent of the written request Pledgee) and (ii) deposit of such cash in such cash account; infoUSA Amended and Restated Pledge Agreement (vii) with respect to Collateral Accounts, the respective Pledgor shall cause each securities intermediary or deposit account bank to duly execute and deliver to the Pledgee an agreement for the benefit of the IndemniteePledgee and the Secured Creditors, subject substantially in the form of Annex H or I, as applicable (appropriately completed to the provisions reasonable satisfaction of Sections 8(b) the Pledgee and 8(c) belowwith such modifications, if any, as shall be reasonably satisfactory to the Pledgee). (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to proceeding Section 8(b3.2(a) above as to whether hereof, each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral : (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of Minnesota), the respective Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “control” of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information on form covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the case form of Annex G hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all other indemnification, sixty (60) calendar days after receipt instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the written request Pledgee under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the Indemnitee, subject to the provisions of Sections 8(bUCC) and 8(c(y) belowsuch other actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; and (v) with respect to cash proceeds from any of the Collateral, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have “control” within the meaning of the UCC and at any time any Default or Event of Default is in existence no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee and (ii) deposit of such cash in such cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to Section 8(b3.2(a) above as to whether hereof, each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be requested from time to time by the Pledgee so that “control” of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Indemnitee Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s security interest in all Investment Property and reasonably necessary to such determination. Any Expenses actually and reasonably incurred other Collateral which can be perfected by the Indemnitee filing of such financing statements (in so cooperating shall each case to the maximum extent perfection by filing may be borne by obtained under the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnificationUCC) and the Corporation hereby indemnifies the Indemnitee therefromis so perfected.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below (as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall physically deliver such Certificated Security to the Pledgee, indorsed to the Pledgee or indorsed in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the Secured Creditors substantially in the case form of Annex G hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all other indemnification, sixty (60) calendar days after receipt instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the written request Pledgee under applicable law (including, in any event, under Sections 9-115 (4)(a) and (b), 9-115 (1)(e) and 8-106 (d) of the IndemniteeUCC). The Pledgor further agrees to take such actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), subject (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the provisions Pledgee, indorsed to the Pledgee or indorsed in blank; and (vi) with respect to cash, (i) establishment by the Pledgee of Sections 8(ba cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee) and 8(c(ii) belowdeposit of such cash in such cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to proceeding Section 8(b3.2(a) above as to whether hereof, each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Securities and Collateral (as defined below): (i) with respect to indemnificationall Collateral of such Pledgor of which the Pledgee may obtain "control" within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be requested from time to time by the Pledgee so that "control" of such personCollateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, persons or entity upon reasonable advance request any documentation or information in form satisfactory to the Pledgee and covering all Collateral hereunder, to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is not privileged or otherwise protected from disclosure and which is reasonably available perfected by the filing of such financing statements (in each case to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred maximum extent perfection by filing may be obtained under the Indemnitee in so cooperating shall be borne by the Corporation (irrespective laws of the determination as to relevant States, including, without limitation, Section 9-115(4)(b) of the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromUCC).

Procedures. Whenever any Purchaser requests that any Registrable Securities be registered pursuant to Section 6.1 hereof, the Company will use reasonable efforts to effect the registration of such Registrable Securities as promptly as is practicable in the jurisdiction selected by the Company for such registration under the Securities Act of such jurisdiction, and in connection with any such request: (a) In order The Company will as expeditiously as possible prepare and file with the Commission of such jurisdiction a registration statement on any form for which the Company then qualifies and which counsel for the Company shall deem appropriate and available for the sale of the Registrable Securities to obtain indemnification be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable efforts to cause such filed registration statement to become and remain effective for a period of not less than three months or advancement such shorter period in which the disposition of Expenses pursuant to this Agreement, all securities in accordance with the Indemnitee shall submit to the Corporation a written request, including intended methods of disposition set forth in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether registration statement shall be completed, and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to comply with the provisions of Sections 8(bsuch Securities Act (to the extent applicable to the Company) and 8(c) belowwith respect to such dispositions. (b) With respect The Company will furnish to requests for indemnification under Section 2each participating Purchaser and each managing underwriter, indemnification shall be made unless if any, such number of copies of such registration statement, or any amendment or supplement thereto (in each case including all exhibits thereto) and the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth prospectus included in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be madesuch registration statement (including each preliminary prospectus), in each case in conformity with the discretion requirements of such Securities Act, as each such Purchaser or underwriter may reasonably request in order to facilitate the sale of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnificationRegistrable Securities. (c) Notwithstanding anything to The Company will provide a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis effective date of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointedregistration statement. (d) The termination Company will use its reasonable efforts to qualify the Registrable Securities for offer and sale under such other securities or blue sky laws of any Proceeding by judgment, order, settlement, conviction or upon a plea political subdivisions of nolo contendere or its equivalent, shall not, of itself, create a presumption the jurisdiction in which the Company has selected to register the Registrable Securities as each Purchaser reasonably requests; provided that the Indemnitee did Company will not act be required to (A) qualify generally to do business in good faith and any such political subdivision where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in a manner that the Indemnitee reasonably believed any such political subdivision or (C) consent to be in, or not opposed to, the best interests general service of the Corporation, and, with respect to process in any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawfulsuch political subdivision. (e) Indemnitee The Company will as promptly as is practicable notify each Purchaser, at any time when a prospectus relating to the sale of the Registrable Securities is required by law to be delivered in connection with sales by an underwriter or dealer, of the occurrence of any event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchaser of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and promptly make available to each Purchaser and to the underwriters any such supplement or amendment. Each Purchaser agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in the preceding sentence, such Purchaser will forthwith discontinue the offer and sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until receipt by such Purchaser and the underwriters of the copies of such supplemented or amended prospectus and, if so directed by the Company, such Purchaser will deliver to the Company all copies, other than permanent file copies then in such Purchaser's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event the Company shall give such notice, the Company shall extend the period during which such registration statement shall be deemed to have acted maintained effective as provided in good faith if Indemnitee’s action is based on paragraph (a) above by the records or books number of account days during the period from and including the date of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers giving of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made such notice to the Corporation date when the Company shall make available to the Purchasers such supplemented or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreementamended prospectus. (f) The knowledge and/or actions, Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or failure to act, facilitate the sale of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreementsuch Registrable Securities. (g) The Indemnitee shall cooperate Company will use its best efforts to obtain a cold comfort letter from the Company's independent public accountants, in customary form and covering such matters of the type customarily covered by cold comfort letters in such transactions. (h) The Company will make available for inspection by any participating Purchaser, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such Purchaser or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, managing directors and employees to supply all information reasonably requested by any such Purchaser, underwriter, attorney, accountant or agent in connection with such registration statement. (i) The Company will use its best efforts to cause all such Registrable Securities to be listed on the personsecurities exchange in such jurisdiction on which similar securities issued by the Company are then listed. The Company may require, persons or entity making such determination with respect as a condition precedent to its registration obligations under this Article 6, that each Purchaser promptly furnish in writing to the Indemnitee’s entitlement to indemnificationCompany such information regarding such Purchaser, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective plan of distribution of the determination Registrable Securities and other information as the Company may from time to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromtime reasonably request or as may be legally required in connection with such registration.

Procedures. In the event that the Company consummates a New Securities Issuance, it shall provide the Investor with written notice of such New Securities Issuance within 5 Business Days after the consummation thereof (a) In order to obtain indemnification or advancement a “Subscription Notice”), describing the amount and type of Expenses pursuant to this AgreementNew Securities, the Indemnitee identity of the purchaser(s) and the price and the other material terms upon which the Company issued such New Securities. The Investor shall submit have twenty (20) Business Days from the date of receipt of the Subscription Notice to agree in writing to purchase up to the Corporation a written requestAdditional Subscription Shares by executing the definitive purchase documentation on the same price, including in terms and conditions as those applicable to such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within New Securities Issuance (i) in the case of advancement a New Securities Issuance that is not a Qualified Acquisition Issuance), or by payment of Expenses under Section 7, thirty (30) calendar days after receipt by cash consideration at the Corporation Volume-Weighted Average Closing Price of the written request 30 consecutive Trading Day period before the date of the Indemnitee, or announcement of the applicable transaction and on other terms to be mutually agreed between the Company and the Investor (ii) in the case of all other indemnificationa Qualified Acquisition Issuance), sixty (60) calendar days after receipt by provided that under no circumstances shall this Section 7 entitle the Corporation Investor to designate another member of the written request Board or, for the avoidance of doubt, to enter into any new business relationship with the IndemniteeCompany or to have any rights against the Company other than as an investor in the Company, subject provided, further, that, without limitation to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification Investor’s rights under Section 2, indemnification under no circumstances shall the Company be made unless required to register Additional Subscription Shares under the Corporation determines that Indemnitee has not met Securities Act or qualify the applicable standard Additional Subscription Shares under the securities Laws of conduct set forth any other jurisdiction in Section 2connection with the issuance thereof. Any determination as If the Investor fails to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made respond in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that within such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by Business Day period to purchase its Additional Subscription Shares, then the Indemnitee of a written request for indemnification, no Independent Counsel Investor shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person forfeit its Subscription Right hereunder with respect to whom an objection is favorably resolved or such New Securities Issuance. Notwithstanding the person so appointed foregoing, any consummation by the Investor of the Subscription Right shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident be subject to the procedures satisfaction of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably all necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) Company shareholder approval requirements and the Corporation hereby indemnifies the Indemnitee therefromobtainment of all necessary consents, approvals and waivers under applicable Law.

Procedures. (a) In order Prior to obtain indemnification or advancement of Expenses pursuant to this Agreementthe Effective Time, the Indemnitee Company and Parent shall submit enter into an agreement with the Company’s transfer agent or another paying agent selected by Parent and reasonably acceptable to the Corporation a written requestCompany (the “Paying Agent”), including and Parent will deposit or cause to be deposited, by wire transfer of immediately available funds, in such request such documentation and information as is reasonably available trust with the Paying Agent for the benefit of the holders of Company Common Stock, Company Options and/or Company Warrants cash in an aggregate amount equal to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement sum of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) the product of the Merger Consideration and the number of shares of Company Common Stock outstanding immediately prior to the Effective Time and entitled to receive the Merger Consideration (provided, however, that the portion of the aggregate Merger Consideration allocable to the Dissenting Shares shall not be required to be deposited with the Paying Agent), plus (ii) the aggregate Option Settlement Payments plus (iii) the aggregate Warrant Settlement Payments (collectively, the “Payment Fund”). The Paying Agent shall invest the Payment Fund in the manner specified by Parent, and interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving Corporation. No such investment or loss thereon shall affect the amounts payable to the Company’s stockholders hereunder. All costs and expenses related to the Paying Agent, the Payment Fund, the agreement with the Paying Agent and the investments made by the Paying Agent shall be paid one-half by the Company and one-half by Parent (or, if after the Effective Time, the Surviving Corporation). (i) Promptly after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to deliver to each holder of record of (A) a certificate or certificates which represented shares of Company Common Stock (other than treasury shares or shares held by any Company Entity or Parent Entity) immediately prior to the Effective Time (collectively, the “Certificates”) or (B) shares of Company Common Stock represented immediately prior to the Effective Time by book-entry (“Book-Entry Shares”), appropriate transmittal materials and instructions (collectively, the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon proper delivery of such Certificates to the Paying Agent or, in the case of advancement Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Expenses under Section 7, thirty (30) calendar days after receipt Transmittal). The Certificates of Company Common Stock so delivered shall be duly endorsed as the Paying Agent may require. In the event of a transfer of ownership of shares of Company Common Stock represented by Certificates that is not registered in the Corporation transfer records of the written request Company, the consideration provided in Section 3.1 may be issued to a transferee if the Certificates representing such shares are delivered to the Paying Agent, accompanied by all documents required to evidence such transfer and by evidence satisfactory to the Paying Agent that any applicable stock transfer taxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (x) an affidavit of that fact from the Indemniteeholder claiming such Certificate to be lost, mislaid, stolen or destroyed, (y) such bond, security or indemnity as Parent and the Paying Agent may reasonably require and (z) any other documents necessary to evidence and effect the bona fide exchange thereof, the Paying Agent shall issue to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. (ii) in Promptly after the case Effective Time, Parent or the Surviving Corporation shall cause the Paying Agent to deliver (A) to each holder of all Company Options (other indemnification, sixty (60) calendar days after receipt by than Company Options issued and outstanding under the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”ESPP), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this an Option Surrender Agreement, if instructions for effecting the surrender of such Company Options in exchange for the Option Settlement Payment and (B) to each holder of Company Warrants, a request Warrant Surrender Agreement, instructions for indemnification is made after a Change effecting the surrender of such Company Warrants in Control, at exchange for the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c)Warrant Settlement Payment. The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that Paying Agent may establish such selection be made by the Board of Directors of the Corporationother reasonable and customary rules and procedures to effect an orderly exchange. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Surviving Corporation shall pay all charges and expenses, including those of the reasonable Expenses of Independent Counsel incurred Paying Agent, in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless distribution of the manner consideration provided in which such Independent Counsel was selected or appointedArticle III. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (1) No expenditures for goods or works required for an Investment Project shall be eligible for financing out of the proceeds of the Credit unless: (a) In order the Sub-loan for such Investment Project shall have been approved by the Association and such expenditures shall have been made not earlier than 120 days prior to obtain indemnification or advancement the date on which the Association shall have received the application and information required under paragraph (2) (a) of Expenses pursuant this Schedule in respect of such Sub-loan; or (b) the Sub-loan for such Investment Project shall have been a free-limit Sub-loan for which the Association has authorized withdrawals from the Credit Account and such expenditures shall have been made not earlier than 120 days prior to the date on which the Association shall have received the request and information required under Part II paragraph (2) (b) of this Schedule in respect of such free-limit Sub-loan. For the purposes of this Agreement, a free-limit Sub-loan shall be a Sub-loan as determined by the Indemnitee shall submit Association for each Participating Credit Institution in terms of the amount to be financed out of the proceeds of the Credit for an Investment Project. (a) When presenting a Sub-loan (other than a free-limit Sub- loan) to the Corporation a written requestAssociation for approval, including in such request such documentation and information as is reasonably available the Borrower shall furnish or cause the Participating Credit Institutions to furnish, to the Indemnitee and is reasonably necessary Association an application, in form satisfactory to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptlyAssociation, and in any event within together with: (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation a description of the written request Investment Enterprise and an appraisal of the IndemniteeInvestment Project, or including a description of the expenditures proposed to be financed out of the proceeds of the Credit; (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation proposed terms and conditions of the written request Sub-loan, including the schedule of amortization of the Indemnitee, subject to Sub- loan; and (iii) such other information as the provisions of Sections 8(b) and 8(c) belowAssociation shall reasonably request. (b) With Each request by the Borrower for authorization to make withdrawals from the Credit Account in respect to requests for indemnification under Section 2, indemnification of a free-limit Sub-loan shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion contain: (i) a summary description of the Board of Directors Investment Enterprise and the Investment Project, including a description of the Corporation, (1) by a majority vote expenditures proposed to be financed out of the directors proceeds of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause Credit; and (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation terms and Indemnitee). For the purpose conditions of the foregoing determination with respect to requests under Section 2 or repayment Sub-loan, including the schedule of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnificationamortization therefor. (c) Notwithstanding anything Applications and requests made pursuant to the contrary set forth provi- sions of sub-paragraphs (a) and (b) of this paragraph shall be presented to the Association on or before June 30, 1992. (3) Sub-loans and Investments shall be made on terms whereby the Borrower shall obtain or cause the Participating Credit Institu- tions to obtain, by written contract with the Investment Enter- prise or by other appropriate legal means, rights adequate to protect the interests of the Association and the Borrower, including, the right to: (a) require the Investment Enterprise to carry out and operate the Investment Project with due diligence and efficiency and in accordance with sound technical, financial and managerial standards and to maintain adequate records; (b) require that: (i) the goods and works to be financed out of the proceeds of the Credit shall be procured in accordance with the provisions of Schedule 5 to this Agreement, if a request for indemnification is made after a Change and (ii) such goods and services shall be used exclusively in Control, at the election carrying out of the Indemnitee made in writing to the CorporationInvestment Project; (c) inspect, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct by itself or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors jointly with representatives of the Corporation. The party making Association if the determination Association shall give written notice to so request, such goods and the other party advising it of sites, works, plants and construction included in the identity of Investment Project, the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1operation thereof, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper any relevant records and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.documents; (d) The termination of any Proceeding by judgmentrequire that: (i) the Investment Enterprise shall take out and maintain with responsible insurers such insurance, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith against such risks and in a manner that such amounts, as shall be consistent with sound business practice; and (ii) without any limitation upon the Indemnitee reasonably believed foregoing, such insurance shall cover hazards incident to the acquisition, transportation and delivery of goods financed out of the proceeds of the Credit to the place of use or installation, any indemnity thereunder to be in, made payable in a currency freely usable by the Investment Enterprise to replace or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful.repair such goods; (e) Indemnitee obtain all such information as the Association or the Borrower shall be deemed reasonably request relating to have acted in good faith if Indemnitee’s action is based on the records or books of account foregoing and to the administration, operations and financial condition of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made Investment Enterprise and to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed benefits to be exclusive or to limit in any way derived from the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.Investment Project; and (f) The knowledge and/or actions, suspend or failure to act, of any director, officer, agent or employee terminate the right of the Corporation Investment Enter- prise to the use of the proceeds of the Credit upon failure by such Investment Enterprise to perform its obligations under its contract with the Borrower or its affiliates shall not be imputed to Indemnitee for purposes of determining with the right to indemnification under this AgreementParticipating Credit Institutions. (g4) The Indemnitee Borrower shall cooperate enter into a Subsidiary Loan Agreement with each Participating Credit Institution providing for its participation in the personProject, persons or entity making such determination with respect on terms and conditions satisfactory to the Indemnitee’s entitlement to indemnification, Association including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available those outlined in this Schedule. (5) Each Participating Credit Institution shall comply with eligibility criteria satisfactory to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromAssociation.

Procedures. (ai) In order If requested by the Collateral Agent upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, each Direct Investor shall deliver to obtain indemnification the Collateral Agent, to be held for sale, or advancement return in the event the Sale is not consummated, upon the terms of Expenses this Section 3, the Shares held by such Direct Investor, duly endorsed, together with a power-of-attorney authorizing the Collateral Agent to sell or otherwise dispose of such shares pursuant to such Sale and to take all actions necessary, and to execute and deliver all documents necessary, to sell or otherwise dispose of the shares to be sold pursuant to such Sale. (ii) Each Direct Investor hereby agrees to cooperate in consummating the Sale, including, without limitation, by becoming a party to the sale agreement and all other appropriate related agreements, delivering any instruments for the Shares, duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. (iii) Promptly after the consummation of the sale of shares of the Collateral Agent and each Direct Investor pursuant to this Agreement, Section 3 the Indemnitee Collateral Agent (x) shall submit give notice thereof to each Direct Investor and (y) shall remit to each Direct Investor the Corporation a written request, including in total sales price of the Shares of such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement Direct Investor sold pursuant thereto (after deduction of Expenses. Any such indemnification or advancement each Direct Investor's proportionate share of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7expenses associated with such sale, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) amounts paid into escrow or held back, in the case reasonable determination of the Collateral Agent, for indemnification or post-closing expenses, and (iii) amounts subject to post-closing purchase price adjustments, based on the number of Shares sold by each Direct Investor in relation to the total number of shares being sold pursuant to this Section 3). Notwithstanding anything contained in this Section 3, in the event that all other indemnificationor a portion of the purchase price of the shares being sold pursuant to the Sale consists of non-cash consideration, sixty (60) calendar days after receipt the Collateral Agent may, at its option, cause to be delivered to each Direct Investor, in lieu of such non-cash consideration allocable to the shares being sold pursuant to the Sale, cash in an amount equal to the fair market value of such non-cash consideration, as reasonably determined by the Corporation Collateral Agent; provided, that if such non-cash consideration allocable to the shares being sold pursuant to the Sale may not in the opinion of the written request Collateral Agent be transferred lawfully without a Direct Investor effecting a regulatory compliance (including, without limitation, preparation, registration or pre-registration of disclosure documentation), the Indemniteefair market value of such non-cash consideration, subject to the provisions as determined in good faith by Company's Board of Sections 8(b) and 8(c) below. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the CorporationDirectors or equivalent, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made pursuant to Section 8(b) above as to whether the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection paid to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined Direct Investor in Section 1, and the objection shall set forth with particularity the factual basis lieu of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointednon-cash consideration. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefrom.

Procedures. (a) In order to obtain indemnification or advancement of Expenses If the Company shall request inclusion in any Registration pursuant to this Agreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement Section 2.4 hereof of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (i) in the case of advancement of Expenses under Section 7, thirty (30) calendar days after receipt by the Corporation of the written request of the Indemnitee, or (ii) in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) below. (b) With respect to requests securities being sold for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directorsits own account, or if the disinterested directors so direct, by Independent Counsel other persons shall request inclusion in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination required to be made Registration pursuant to Section 8(b) above as 2.4 hereof, the Initiating Holders shall, on behalf of all Holders, offer to whether include such securities in the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that underwriting and may condition such selection be made by the Board of Directors offer on their acceptance of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The further applicable provisions of this Section 8(e2 (including Section 2.9 hereof). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company; provided that any such underwriting agreement shall not impair the indemnification rights of the Holders granted under Section 2.8; and provided further, that the representations and warranties given by, and the other agreements on the part of, the Company to and for the benefit of the underwriter(s) shall not also be deemed made to and for the benefit of the Investors; and provided further, that the Company shall ensure that no underwriter(s) requires any Holder to make any representations or warranties to, or agreements with, any underwriter(s) in a Registration other than customary representations, warranties and agreements relating to such Holder's title to the Registrable Securities and authority to enter into the underwriting agreement. Notwithstanding any other provision of this Section 2.4, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be exclusive underwritten, the number of shares to be included in the underwriting or registration shall be reduced as required by the underwriters and the Company will include in such registration (i) first, the maximum number of Registrable Securities requested to limit be included therein, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder, and (ii) second, the maximum amount of other securities requested to be included therein (including any way by the Company), pro rata among the holders of such other circumstances securities on the basis of the number of shares requested to be included in which such registration by each such holder. If a person who has requested inclusion in such registration as provided above does not agree to the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, terms of any directorsuch underwriting, officersuch person shall be excluded therefrom by written notice from the Company, agent the underwriter or employee the Initiating Holders. The securities so excluded shall also be withdrawn from the registration. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.4, then the Corporation or its affiliates Company shall not be imputed offer to Indemnitee for purposes of determining all Holders who have retained rights to include securities in the registration the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with include additional securities in the person, persons or entity making such determination with respect registration in an aggregate amount equal to the Indemnitee’s entitlement number of shares so withdrawn, with such shares to indemnification, including providing to be allocated among such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available Holders requesting additional inclusion on a pro rata basis according to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred number of Registrable Securities then outstanding held by each Holder requesting registration (including the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromInitiating Holders).

Procedures. (a) In order To the extent that any Pledgor as of the Closing Date or at any time or from time to obtain indemnification time thereafter owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.01 of this AgreementAgreement and, the Indemnitee in addition thereto, such Pledgor shall submit (to the Corporation a written requestextent provided below) take the following actions as set forth below as promptly as practicable and, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within (ix) in the case of advancement of Expenses under Section 7any such Collateral owned by a Pledgor on the Closing Date and constituting Certificated Securities, thirty (30) calendar days after receipt by the Corporation as of the written request of the IndemniteeClosing Date, or (iiy) in the case of all any such Collateral other indemnificationthan Certificated Securities owned by a Pledgor on the Closing Date, sixty (60) calendar to the extent not accomplished as of the Closing Date after use of commercially reasonable efforts by such Pledgor, within 60 days after receipt the Closing Date and (z) in the case of any such Collateral owned by a Pledgor after the Closing Date, within 60 days after it obtains such Collateral (or such later date as determined by the Corporation Collateral Agent in its reasonable discretion), for the benefit of the written Pledgee and the other Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall only authorize, execute and deliver, and cause the issuer of such Uncertificated Security to duly authorize, execute and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex H hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgee under applicable law and (y) such other actions as the Pledgee deems necessary or desirable to effect the foregoing; provided that a Pledgor shall not be required to enter into any control agreement in respect of any Security Entitlement or Securities Account; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, such Pledgor shall follow the procedure set forth in Section 3.02(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate but is a Security for purposes of the UCC, such Pledgor shall follow the procedure set forth in Section 3.02(a)(ii) hereof; (v) with respect to any Intercompany Note, and any other Note in an amount in excess of $500,000, such Pledgor (in either case) shall provide physical delivery of such Intercompany Note and other Note to the Pledgee, endorsed in blank, or, at the request of the IndemniteePledgee, subject endorsed to the provisions Pledgee; and (vi) with respect to cash proceeds from any of Sections 8(bthe Collateral described in Section 3.01 hereof, at any time following a request by the Pledgee given while an Event of Default is in existence, such Pledgor shall (i) permit establishment by the Pledgee of a deposit account in the name of such Pledgor over which the Pledgee shall have “control” within the meaning of Section 9-104 of the UCC and 8(cno withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee and (ii) belowprovide for the deposit of such cash in such deposit account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to Section 8(b3.02(a) above as to whether hereof, each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the IndemniteeCollateral: (i) with respect to all Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be requested from time to time by the Pledgee so that “control” of such Collateral is obtained and at all times held by the Pledgee; provided that no Pledgor shall be required to enter into a control agreement in respect of any Security Entitlement and the Securities Account to which the underlying Financial Asset is credited; (ii) each Pledgor shall from time to time deliver to the Pledgee financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s entitlement security interest in all Investment Property and other Collateral which can be perfected by the filing of such financing statements (in each case to indemnificationthe maximum extent perfection by filing may be obtained under the laws of the relevant States, including providing including, without limitation, Section 9-312(a) of the UCC) may be so perfected; and (iii) subject to such personthe terms of this Agreement and to the extent permitted by applicable law, persons upon the occurrence and during the continuance of an Event of Default and following request by the Pledgee, each Pledgor shall cause each Broker-Dealer Subsidiary to (A) make any required filing or entity upon reasonable advance request application with, and give any documentation required notice to, any applicable Governmental Authority or information which is not privileged Regulatory Supervising Organization that may be necessary to permit the Secured Creditors and the Pledgee to acquire, exercise control over, transfer or otherwise protected from disclosure exercise any rights provided under this Agreement over the Equity Interests of a Broker-Dealer Subsidiary pledged hereunder, (B) use its best efforts to pursue such filing, application or notice and obtain any required consent or approval as promptly as practicable, (C) notify the Pledgee of any filing or notice that will be required, which is each Pledgor represents will contain a complete list of all regulatory authorizations and notifications that may be required, and (D) take such other actions as may be reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred requested by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective Pledgee to facilitate such acquisition, control or transfer of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies the Indemnitee therefromEquity Interests of any Broker-Dealer Subsidiary pledged hereunder.

Procedures. (a) In order To the extent that any Pledgor at any time or from time to obtain indemnification time owns, acquires or advancement obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of Expenses any action by such Pledgor) be pledged pursuant to Section 3.1 of this AgreementAgreement and, the Indemnitee shall submit in addition thereto (but subject to the Corporation a written requestterms of the Intercreditor Agreement), including in such request such documentation and information as is reasonably available Pledgor shall (to the Indemnitee extent provided below and is reasonably necessary to determine whether and to what extent not inconsistent with the Indemnitee is entitled to indemnification or advancement terms of Expenses. Any such indemnification or advancement of Expenses shall be made promptlythe Intercreditor Agreement) take the following actions as set forth below (as promptly as practicable and, and in any event event, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the case form of advancement Annex H hereto (appropriately completed to the satisfaction of Expenses under Section 7the Pledgee and with such modifications, thirty (30if any, as shall be satisfactory to the Pledgee) calendar days after receipt pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee in accordance with this Agreement without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the written Pledgee under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the Pledgee, endorsed in blank, or, at the request of the IndemniteePledgee, endorsed to the Pledgee; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have "control" within the meaning of the UCC and at any time any Event of Default is in existence no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee and (ii) deposit of such cash in the case of all other indemnification, sixty (60) calendar days after receipt by the Corporation of the written request of the Indemnitee, subject to the provisions of Sections 8(b) and 8(c) belowsuch cash account. (b) With respect to requests for indemnification under Section 2, indemnification shall be made unless the Corporation determines that Indemnitee has not met the applicable standard of conduct set forth in Section 2. Any determination as to whether Indemnitee has met the applicable standard of conduct set forth in Section 2, and any determination that advanced Expenses must be subsequently repaid In addition to the Corporation, shall be made, in the discretion of the Board of Directors of the Corporation, (1) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (4) by the stockholders of the Corporation. Any such determination with respect to requests under Section 2 shall be made within the 60-day period referred to in clause (ii) of Section 8(a) (unless extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing determination with respect to requests under Section 2 or repayment of advanced Expenses, the Indemnitee shall be entitled to a presumption that he or she has met the applicable standard of conduct set forth in Section 2 and is entitled to indemnification. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the election of the Indemnitee made in writing to the Corporation, any determination actions required to be made taken pursuant to Section 8(b3.2(a) above as to whether hereof, each Pledgor shall take the Indemnitee has met the applicable standard of conduct or is required to repay advanced Expenses shall be made by Independent Counsel selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such selection be made by the Board of Directors of the Corporation. The party making the determination shall give written notice to the other party advising it of the identity of the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay the reasonable Expenses of Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary Expenses incident to the procedures of this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed. (d) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Corporation or its affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or its affiliates or on information or records given or reports made to the Corporation or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Corporation or its affiliates. The provisions of this Section 8(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (g) The Indemnitee shall cooperate with the person, persons or entity making such determination following additional actions with respect to the Indemnitee’s entitlement Collateral: (i) with respect to indemnificationall Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, including providing to or under the laws of any relevant State other than the State of New York), such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available Pledgor shall take all actions (to the Indemnitee extent not inconsistent with the Intercreditor Agreement) so that "control" of such Collateral is obtained and reasonably necessary to such determination. Any Expenses actually and reasonably incurred at all times held by the Indemnitee Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so cooperating shall that at all times the Pledgee's security interest in all Investment Property and other Collateral which can be borne perfected by the Corporation filing of such financing statements (irrespective in each case to the maximum extent perfection by filing may be obtained under the laws of the determination as to relevant States, including, without limitation, Section 9-312(a) of the Indemnitee’s entitlement to indemnificationUCC) and the Corporation hereby indemnifies the Indemnitee therefromis so perfected.