Common use of Determination of Entitlement to Indemnification Clause in Contracts

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Company, by a majority vote of a quorum consisting of Disinterested Directors (as defined in Section 18); or (b) if such a quorum is not obtainable, by majority vote of a committee of two or more Disinterested Directors designated to act in the matter by majority vote of all directors; or (c) by Independent Counsel (as hereinafter defined) if the Board of Directors, by the majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel directs in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board majority vote of Disinterested Directors and reasonably approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnificationindemnification by or on behalf of the Indemnitee. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including court costs and attorneys' fees) incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive When seeking indemnification under this AgreementSection 3 or 4 hereof, the Indemnitee shall submit a written request for indemnification to the Secretary of the CompanyCorporation. Such request shall include documentation or information that is necessary for such determination and is reasonably available to Indemnitee and reasonably necessary for the Corporation to make a determination of Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the 's entitlement of the Indemnitee to indemnification, . Determination of Indemnitee's entitlement to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Corporation by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as defined in Section 7); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as defined in Section 7) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) in by the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemniteestockholders. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the reasonably acceptable to Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)accept, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company Corporation of a written request for indemnification. Any reasonable costs or expenses (including attorneys' fees) incurred by Indemnitee in connection with a request for indemnification under this Agreement shall be borne by the Corporation provided that it is ultimately determined that the Indemnitee is entitled to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, Upon the Indemnitee shall submit a written request to the Secretary receipt of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required any notice pursuant to the terms of Section 6 or Section 8 of this Agreement3(b) hereof, shall be determined a determination, if expressly required by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directorsapplicable law, except with respect to Section 9(eIndemnitee’s entitlement to indemnification hereunder shall be made within twenty (20) below): calendar days (ai) the Board of Directors of the Company by a majority vote of Disinterested Directorsthe Board who are not parties to the Proceeding in respect of which indemnification is sought by Indemnitee, whether or not such majority constitutes even though less than a quorum; , (bii) by a committee of Disinterested Directors such directors designated by a majority vote of such directors, whether or not such majority constitutes directors even though less than a quorum; , or (ciii) if there are no Disinterested Directorssuch directors, or if the Disinterested Directors such directors so direct, by Independent Counsel in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to the Indemnitee); (d) the stockholders of the Company; or (e) in the event provided, however, that if there has been a Change in of Control has occurredat or prior to the time of such notice by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined within the foregoing time period by Independent Counsel selected by Indemnitee, such determination to be set forth in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to Indemnitee). The Company agrees to pay the Indemnitee. Such reasonable fees of any Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so fully to select indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or upon failure of relating to this Agreement or its engagement pursuant thereto. If, pursuant to the foregoing, it is determined that Indemnitee so is entitled to approve (or so indemnification, payment to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification Indemnitee shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 within twenty (20) calendar days after receipt from the date of notice by Indemnitee pursuant to Section 3(b) hereof. Indemnitee shall reasonably cooperate in the Secretary making of such determination, including providing 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. For the Company avoidance of a written request for indemnification. If doubt, any costs or expenses (including attorney’s fees and disbursements) incurred by Indemnitee in so cooperating with the person Person making such determination shall determine that be included as Expenses for the purposes of this Agreement. Nothing in this Section 3(c) shall be construed to limit or modify the presumptions in favor of Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationset forth in Section 2(b).

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3, 4, 5 or 6 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): a determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (as hereinafter defined), whether or not such majority constitutes even though less than a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directorsDisinterested Directors, whether or not such majority constitutes even though less than a quorum; or (c) if there are no Disinterested Directors, or if the such Disinterested Directors so direct, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any costs or expenses (including attorneys' fees) incurred by Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or Section 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board Boards of Directors of the Company Indemnitors by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) in by the event that a Change in Control has occurredstockholders, but shares owned by Independent Counsel in a written opinion or voted under the control of directors, including the Indemnitee, who are at the time parties to the Board of Directors, a copy of which shall proceeding may not be delivered to voted on the Indemniteedetermination. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not no later than 60 calendar sixty (60) days after receipt by the Secretary of the Company Indemnitors of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Damages incurred by Indemnitee in connection with his request for indemnification hereunder shall be borne by the Indemnitors. The Indemnitors hereby indemnify and agree to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Corporation, by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined); or (b) if such a quorum is not obtainable or, even if obtainable, if the Board of Directors, by the majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (das hereinafter defined) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee. Upon failure of the Board to so select, except that in or upon failure of the event that a Change in Control has occurredIndemnitee to so approve such Independent Counsel, such Independent Counsel shall be selected by the Indemnitee. Upon failure appropriate authority of the Board State of Directors so Nevada or such other person as the such authority shall designate to select make such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdictionselection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company Corporation of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including attorneys' fees) incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Corporation. The Corporation hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive When seeking indemnification under this AgreementSection 3 or 4 hereof, the Indemnitee shall submit a written request for indemnification to the Secretary of the CompanyCorporation. Such request shall include documentation or information that is necessary for such determination and is reasonably available to Indemnitee and reasonably necessary for the Corporation to make a determination of Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the ’s entitlement of the Indemnitee to indemnification, . Determination of Indemnitee’s entitlement to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Corporation by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as defined in Section 7); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as defined in Section 7) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) in by the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemniteestockholders. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the reasonably acceptable to Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)accept, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company Corporation of a written request for indemnification. Any reasonable costs or expenses (including attorneys’ fees) incurred by Indemnitee in connection with a request for indemnification under this Agreement shall be borne by the Corporation provided that it is ultimately determined that the Indemnitee is entitled to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 2 or 3 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (as defined in Section 18 below), whether or not such majority constitutes even though less than a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the a majority of Disinterested Directors so directdirects, by Independent Counsel (as defined in Section 18 below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (dc) by the stockholders stockholders; provided, however, that notwithstanding the foregoing, following the occurrence of a change in Control of the Company; Company (as defined in Section 18 below), the determination as to whether or (e) not the Indemnitee has met the applicable standard for indemnification set forth in the event that a Change in Control has occurredSection 2 or 3 hereof, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemniteeapplicable, shall in all events be made by Independent counsel. Such Independent Counsel shall be selected by the Board board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including attorney's fees) incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, In the Indemnitee shall submit a written request to the Secretary event of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request any demand by the Indemnitee for indemnificationindemnification under this Agreement or otherwise, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by shall promptly designate Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Legal Counsel. The Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Legal Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except determine that in the event indemnification is proper if it finds that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so has met the required standard of conduct set forth in Section 3(c) and that indemnification is not prohibited pursuant to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdictionSection 5. The determination of entitlement the Independent Legal Counsel shall be rendered in the form of a written legal opinion. Subject to Sections 12(d) and 13, any indemnification under Sections 3 and 4 (unless ordered by a court or pursuant to Section 3(d)) shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by only as authorized in the Secretary specific case and upon the determination of the Company of a written request for indemnification. If the person making such determination shall determine Independent Legal Counsel that the Indemnitee is entitled to indemnification as in the circumstances because the Indemnitee has met the standard of conduct set forth in Section 3(c) and that indemnification is not prohibited pursuant to part (but not all) Section 5. The Indemnitee’s demand for indemnification shall create a presumption that the Indemnitee is entitled to indemnification and the Independent Legal Counsel shall have 30 days from the date of receipt of the application for indemnificationIndemnitee’s demand in which to render in writing and deliver to the Indemnitee its determination. If the Independent Legal Counsel makes no timely determination, such person the Independent Legal Counsel shall reasonably prorate such partial be deemed to have determined that the Indemnitee is entitled to the indemnification among the claims, issues, or matters at issue at the time of the determinationdemanded.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Company, by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined); or (b) if such a quorum is not obtainable or, even if obtainable, if the Board of Directors, by the majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (das hereinafter defined) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee. Upon failure of the Board to so select, except that in or upon failure of the event that a Change in Control has occurredIndemnitee to so approve such Independent Counsel, such Independent Counsel shall be selected by the Indemnitee. Upon failure Chancellor of the Board State of Directors so Delaware or such other person as the Chancellor shall designate to select make such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdictionselection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including attorneys' fees) incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, Upon the Indemnitee shall submit a written request to the Secretary receipt of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required any notice pursuant to the terms of Section 6 or Section 8 of this Agreement4(b) hereof, shall be determined a determination, if expressly required by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directorsapplicable law, except with respect to Section 9(eIndemnitee's entitlement to indemnification hereunder shall be made within twenty (20) below): calendar days by (ai) the Board of Directors of the Company by a majority vote of Disinterested Directorsthe Board who are not parties to the Proceeding in respect of which indemnification is sought by Indemnitee, whether even though less than a quorum or not such majority constitutes a quorum; (bii) by a committee of Disinterested Directors such directors designated by a majority vote of such directors, whether or not such majority constitutes directors even though less than a quorum; , or (ciii) if there are no Disinterested Directorssuch directors, or if the Disinterested Directors such directors so direct, by Independent Counsel in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to the Indemnitee); (d) the stockholders of the Company; or (e) in the event provided, however, that if there has been a Change in of Control has occurredat or prior to the time of such notice by Indemnitee, Indemnitee's entitlement to indemnification shall be determined within the foregoing time period by Independent Counsel selected by Indemnitee, such determination to be set forth in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to Indemnitee). The Company agrees to pay the Indemnitee. Such reasonable fees of any Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or upon failure of relating to this Agreement or its engagement pursuant hereto. If, pursuant to the foregoing, it is determined that Indemnitee so is entitled to approve (or so indemnification, payment to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification Indemnitee shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 within twenty (20) calendar days after receipt from the date of notice by Indemnitee pursuant to Section 4(b) hereof. Indemnitee shall reasonably cooperate in the Secretary making of such determination, including providing 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. For the Company avoidance of a written request for indemnification. If doubt, any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person Person making such determination shall determine that be included as Expenses for the purposes of this Agreement. Nothing in this Section 4(c) shall be construed to limit or modify the presumptions in favor of Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationset forth in Section 3(b).

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. (a) Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination determination: (i) if a Change of Control shall have occurred, by Independent Counsel (as selected hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors, whether or not such majority constitutes Directors (as hereinafter defined) even if less than a quorum; or (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (cB) if there are no such Disinterested Directors, Directors or if the such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (dC) if so directed by the Board of Directors, by the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. To the fullest extent not prohibited by law, any expenses (including attorneys’ fees) incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company, and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 4, 5, 6, 7 or 8, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (dc) by the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to selectIndependent Counsel, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including attorneys' fees) incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement6.1 above, shall be determined a determination, if required by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directorsapplicable law, except with respect to Section 9(e) below): the Indemnitee’s entitlement thereto shall promptly be made in the specific case: (a) the Board of Directors of the Company by if a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directChange in Control shall have occurred, by Independent Counsel Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d, which Independent Counsel shall be selected by the Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) the stockholders of the CompanyMGCL, which approval will not be unreasonably withheld; or (eb) in the event that if a Change in Control shall not have occurred, (i) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Directors consisting solely of one or more Disinterested Directors, (ii) if Independent Counsel has occurredbeen selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, by Independent Counsel Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected Indemnitee or (iii) if so directed by a majority of the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure members of the Board of Directors so to select such Independent Counsel or upon failure Directors, by the stockholders of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnificationCompany. If the person making such determination shall determine it is so determined that the Indemnitee is entitled to indemnification indemnification, payment to the Indemnitee shall be made within ten days after such determination. 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 in the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (b)(ii) of this Section 6.2. Any Expenses incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to part (but not allthe Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold the Indemnitee harmless therefrom. The Company shall pay the reasonable fees and expenses of the application for indemnificationIndependent Counsel, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationif one is appointed.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required expressly provided for pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons persons, who shall be empowered to make such determination determination: (as selected a) if a Change of Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; and (b) if a Change of Control shall not have occurred, (i) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (bii) by a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (ciii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; or (div) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon any failure of the Board of Directors so to select such Independent Counsel or upon the failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 30 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information that is necessary for such determination and which is reasonably available to the Indemnitee. Any Expenses incurred by the Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Certificate of Incorporation, Bylaws or any directors' and officers' liability insurance of the Company, shall be borne by the Company. The Company shall indemnify the Indemnitee for any such Expense and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person or persons shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination. If it is determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within seven days after such determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Notwithstanding the foregoing, any failure of the Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to the Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to this Agreement, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, at the option of the Indemnitee, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than the earlier of (i) 60 calendar days after receipt by the Secretary of the Company of a written request for indemnificationindemnification and (ii) 10 calendar days after determination has been made that the Indemnitee is entitled to indemnification pursuant to Section 10 of this Agreement. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. (a) Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 2 hereof, the entitlement of the determination as to whether or not Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined entitled to indemnification by reason of satisfying the following person or persons who applicable standard of conduct as set forth in Section 2 shall be empowered to make such determination made (as selected i) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee quorum consisting of Disinterested Directors designated (as hereinafter defined) or, (ii) if such a quorum is not obtainable or, even if obtainable, if the Board of Directors by a the majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; , or (eiii) in by the event that a Change in Control has occurred, by Independent Counsel in a written opinion stockholders. A determination as to the Board entitlement of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification pursuant to Section 2 hereof shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company as aforesaid not later than 60 calendar days after receipt by the Secretary of the Company of shall have received a written request for indemnification. If Indemnitee shall cooperate with the person Company in making its determination as aforesaid of Indemnitee's entitlement to indemnification, including providing to the Company upon reasonable advance request any documentation or information reasonably available to Indemnitee and material to such determination. Any costs (including attorneys' fees) or expenses incurred by Indemnitee in so cooperating with the Company shall be borne by the Company and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) Indemnitee's satisfaction of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time applicable standard of the determinationconduct set forth in Section 2.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination determination: (as selected i) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or a quorum consisting of directors not such majority constitutes a quorumat the time parties to the proceeding; (bii) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, committee duly designated by Independent Counsel in a written opinion to the Board of DirectorsDirectors (in which designation directors who are parties may participate), a copy consisting solely of which shall be delivered two or more directors not at the time parties to the Indemniteeproceeding; (diii) the stockholders of the Company; or by Special Legal Counsel (eas defined below) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be (1) selected by the Board of Directors or its committee in a manner prescribed in subsection (i) or (ii) hereof, or (2) if a quorum of the Board of Directors cannot be obtained under subsection (i) hereof and approved a committee cannot be designated under subsection (ii) hereof, selected by a majority vote of the full Board of Directors (in which selection directors who are parties may participate); or (iv) by the Indemniteestockholders, except provided, however, that in shares owned by or voted under the event that a Change in Control has occurred, Independent Counsel shall control of directors who are at the time parties to the proceeding may not be selected by voted on the Indemniteedetermination. Upon failure of the Board of Directors or committee designated by the Board of Directors, as applicable, so to select such Independent Counsel Special Legal Counsel, or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Special Legal Counsel shall be selected upon application to a court of competent jurisdiction. The Authorization of indemnification and evaluation as to reasonableness of Expenses shall be made in the same manner as the determination that indemnification is permissible, as provided in this Section 8, provided however, that, if the determination is made by Special Legal Counsel, authorization of indemnification and evaluation as to the reasonableness of Expenses shall be made by those entitled under subsection (iii) hereof to select such Special Legal Counsel. Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 90 calendar days after receipt by the Secretary of the Company Xxxxxxx Mac of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of Xxxxxxx Mac’s Bylaws or any directors’ and officers’ liability insurance, shall be borne by Xxxxxxx Mac. Xxxxxxx Mac hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement6.1 above, shall be determined a determination, if required by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directorsapplicable law, except with respect to Section 9(e) below): the Indemnitee’s entitlement thereto shall promptly be made in the specific case: (a) the Board of Directors of the Company by if a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directChange in Control shall have occurred, by Independent Counsel Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d, which Independent Counsel shall be selected by the Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) the stockholders of the CompanyMGCL, which approval will not be unreasonably withheld; or (eb) in the event that if a Change in Control shall not have occurred, (i) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Directors consisting solely of one or more Disinterested Directors, (ii) if Independent Counsel has occurredbeen selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, by Independent Counsel Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected Indemnitee or (iii) if so directed by a majority of the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure members of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to selectDirectors, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary stockholders of the Company other than the Indemnitee, if the Indemnitee is also a stockholder of a written request for indemnificationthe Company. If the person making such determination shall determine it is so determined that the Indemnitee is entitled to indemnification indemnification, payment to the Indemnitee shall be made within ten days after such determination. 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 in the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (b)(ii) of this Section 6.2. Any Expenses incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to part (but not allthe Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold the Indemnitee harmless therefrom. The Company shall pay the reasonable fees and expenses of the application for indemnificationIndependent Counsel, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationif one is appointed.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required expressly provided for pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons persons, who shall be empowered to make such determination determination: (as selected a) if a Change of Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; and (b) if a Change of Control shall not have occurred, (i) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (bii) by a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (ciii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; or (div) by the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon any failure of the Board of Directors so to select such Independent Counsel or upon the failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 30 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information that is necessary for such determination and which is reasonably available to the Indemnitee. Any Expenses incurred by the Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Certificate of Incorporation, Bylaws or any directors’ and officers’ liability insurance of the Company, shall be borne by the Company. The Company shall indemnify the Indemnitee for any such Expense and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person or persons shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination. If it is determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within seven days after such determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s By-laws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, In the Indemnitee shall submit a written request to the Secretary event of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request any demand by the Indemnitee for indemnificationindemnification under this Agreement or otherwise, the entitlement Board shall promptly designate a Reviewing Party. The Reviewing Party shall determine that indemnification is proper if it finds that the Indemnitee has met the required standard of conduct set forth in Section 3(c) herein and that indemnification is not prohibited pursuant to Section 5 herein. If the Reviewing Party is more than one member of the Indemnitee to indemnificationBoard, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, it shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company act by a majority vote vote. If the Reviewing Party is Independent Legal Counsel, the determination of Disinterested Directorsthe Reviewing Party shall be rendered in the form of a written legal opinion. Subject to Sections 11(e) and 12 herein, whether or not such majority constitutes a quorum; any indemnification under Sections 3 and 4 herein (b) a committee of Disinterested Directors designated unless ordered by a majority vote of such directors, whether court or not such majority constitutes a quorum; (cpursuant to Section 3(d) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (dherein) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by only as authorized in the Secretary specific case and upon the determination of the Company of a written request for indemnification. If the person making such determination shall determine Reviewing Party that the Indemnitee is entitled to indemnification in the circumstances because the Indemnitee has met the standard of conduct set forth in Section 3(c) herein and that indemnification is not prohibited pursuant to Section 5 herein. The Indemnitee’s demand for indemnification shall create a presumption that the Indemnitee is entitled to indemnification and the Reviewing Party shall have 30 days from the date of receipt of the Indemnitee’s demand in which to render in writing and deliver to the Indemnitee its determination. If the Reviewing Party makes no timely determination, the Reviewing Party shall be deemed to have determined that the Indemnitee is entitled to the indemnification demanded. If the Reviewing Party determines, which determination shall be based upon clear and convincing evidence sufficient to rebut the aforesaid presumption of entitlement, that the Indemnitee is not entitled to indemnification, in whole or in part, in the circumstances because the Indemnitee has not met the standard of conduct set forth in Section 3(c) herein or because the indemnification is prohibited pursuant to Section 5 herein, the Indemnitee shall (i) be entitled to obtain a favorable determination or to appeal such negative determination in the manner provided in Sections 11(e) and 12 herein and (ii) not be required to reimburse the Company for any Expense Advances or Expenses theretofore paid to or on behalf of the Indemnitee until a final determination has been made with respect to the Indemnitee’s legal entitlement to indemnification (as to part (but not all) which all rights of the application for indemnification, such person appeal therefrom shall reasonably prorate such partial indemnification among the claims, issues, have been exhausted or matters at issue at the time of the determinationshall have lapsed).

Determination of Entitlement to Indemnification. To receive Upon written request by Indemnitee for indemnification under this Agreementpursuant to Sections 5 or 7, the Indemnitee Company shall submit a written request to the Secretary of the Company. Such request shall include documentation pay all Expenses reasonably incurred or information that is necessary for such determination and is reasonably available to the suffered by Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, or 6, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected unless ordered by the Board of Directors, except with respect to Section 9(e) belowa court): (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directorsDisinterested Directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 thirty (30) calendar days after receipt by the Secretary of the Company of a written request for indemnification. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, or under any other agreement, any provision of the Company’s Certificate of Incorporation or any policy of directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination determination: (as selected i) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or a quorum consisting of directors not such majority constitutes a quorumat the time parties to the proceeding; (bii) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, committee duly designated by Independent Counsel in a written opinion to the Board of DirectorsDirectors (in which designation directors who are parties may participate), a copy consisting solely of which shall be delivered two or more directors not at the time parties to the Indemniteeproceeding; (diii) the stockholders of the Company; or by Special Legal Counsel (eas defined below) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be (1) selected by the Board of Directors or its committee in a manner prescribed in subsection (i) or (ii) hereof, or (2) if a quorum of the Board of Directors cannot be obtained under subsection (i) hereof and approved a committee cannot be designated under subsection (ii) hereof, selected by a majority vote of the full Board of Directors (in which selection directors who are parties may participate); or (iv) by the Indemniteestockholders, except provided, however, that in shares owned by or voted under the event that a Change in Control has occurred, Independent Counsel shall control of directors who are at the time parties to the proceeding may not be selected by voted on the Indemniteedetermination. Upon failure of the Board of Directors or committee designated by the Board of Directors, as applicable, so to select such Independent Counsel Special Legal Counsel, or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Special Legal Counsel shall be selected upon application to a court of competent jurisdiction. The Authorization of indemnification and evaluation as to reasonableness of Expenses shall be made in the same manner as the determination that indemnification is permissible, as provided in this Section 8, provided however, that, if the determination is made by Special Legal Counsel, authorization of indemnification and evaluation as to the reasonableness of Expenses shall be made by those entitled under subsection (iii) hereof to select such Special Legal Counsel. Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 90 calendar days after receipt by the Secretary of the Company Xxxxxxx Mac of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Bylaws or any directors’ and officers’ liability insurance, shall be borne by Xxxxxxx Mac. Xxxxxxx Mac hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a ----------------------------------------------- written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (das hereinafter defined) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including attorneys' fees) incurred by the Indemnitee in connection with the Indemnitee's request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 4, 5, 6, or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this AgreementA determination, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt if expressly required by the Secretary of the Company of a written request by the Indemnitee for indemnificationapplicable law, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(eIndemnitee’s entitlement to indemnification hereunder shall be made within ninety (90) below): calendar days after final determination in the Proceeding by (ai) the Board of Directors of the Company by a majority vote of Disinterested Directorsthe Board who are not parties to the Proceeding in respect of which indemnification is sought by Indemnitee, whether or not such majority constitutes even though less than a quorum; , or (bii) by a committee of Disinterested Directors such directors designated by a majority vote of such directors, whether or not such majority constitutes directors even though less than a quorum; , or (ciii) if there are no Disinterested Directorssuch directors, or if the Disinterested Directors such directors so direct, by Independent Counsel in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to Indemnitee) or (iv) if so directed by the Indemnitee; (d) the stockholders Board, by a vote of the Companyshareholders; or (e) in the event provided, however, that if there has been a Change in of Control has occurredat or prior to the time of such notice by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined within the foregoing time period by Independent Counsel selected by Indemnitee, such determination to be set forth in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to Indemnitee). The Company agrees to pay the Indemnitee. Such reasonable fees of any Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or upon failure of relating to this Agreement or its engagement pursuant hereto. If, pursuant to the foregoing, it is determined that Indemnitee so is entitled to approve (or so indemnification, payment to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification Indemnitee shall be made and(net of all amounts, unless a contrary determination is madeif any, such indemnification shall be paid in full by the Company not later than 60 previously advanced to Indemnitee 5 or other Persons on Indemnitee’s behalf) within thirty (30) calendar days after receipt by from the Secretary date of notice to the Company of a written the determination. Indemnitee shall reasonably cooperate in the making of such determination, including providing upon reasonable advance request for indemnificationany documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. If Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person Person making such determination shall determine that be included as Expenses for the purposes of this Agreement. Nothing in this Section 4(c) shall be construed to limit or modify the presumptions in favor of Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationset forth in Section 3(b).

Determination of Entitlement to Indemnification. To receive indemnification The determination of whether the Company is obligated to indemnify [Director/Executive] under this Agreement, the Indemnitee Agreement for an Indemnified Loss shall submit be made as follows: (i) If a written request to the Secretary Change of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary Control of the Company of a written request has occurred, by Independent Legal Counsel selected by [Director/Executive], unless [Director/Executive] notifies the Company that the determination shall be made by the Indemnitee for indemnification, the entitlement Company’s Board of Directors pursuant to subsection (ii) of this section; (ii) if a Change of Control of the Indemnitee to indemnificationCompany has not occurred, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) by the Company’s Board of Directors of the Company by a majority vote of Disinterested Directorsa quorum consisting of directors who were not a party to the Proceeding resulting in the claim for an Indemnified Loss, whether or not such majority constitutes a quorum; (b) if such a committee quorum of Disinterested the Company’s Board of Directors designated by a majority vote of such directors, whether or is not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directobtainable, by Independent Legal Counsel in a written opinion to selected by the Company’s Board of Directors. If the determination of whether the Company is obligated to indemnify [Director/Executive] under this Agreement is to be made by Independent Legal Counsel pursuant to this section, a copy [Director/Executive] or the Company, as the case may be, shall notify the other party of which shall be delivered the identity of the Independent Legal Counsel selected. Within five days after receiving such notice, [Director/Executive] or the Company, as the case may be, may object to the Indemnitee; (d) Independent Legal Counsel selected on the stockholders grounds that the person selected does not satisfy the requirements of “Independent Legal Counsel” contained in this Agreement. The failure to object within the five-day period will constitute approval of the Company; Independent Legal Counsel selected. If Independent Legal Counsel has not been selected without objection within 20 days after the date [Director/Executive] notifies the Company of his request for payment or (e) in reimbursement of an Indemnified Loss, either [Director/Executive] or the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to Company may petition a court of competent jurisdictionjurisdiction for the resolution of any objection to the Independent Legal Counsel selected or for the appointment of Independent Legal Counsel selected by the court. The determination Company shall pay all fees and expenses incident to the selection of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid the Independent Legal Counsel in full by determining whether the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled obligated to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationindemnify [Director/Executive] under this Agreement.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or Section 4 , the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) in by the event that a Change in Control has occurredshareholders, but shares owned by Independent Counsel in a written opinion or voted under the control of directors, including the Indemnitee, who are at the time parties to the Board of Directors, a copy of which shall proceeding may not be delivered to voted on the Indemniteedetermination. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by an Illinois state court judge of the Circuit Court of Xxxx County, Chancery Division, or such other person as such judge shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not no later than 60 calendar sixty (60) days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Damages incurred by Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 8, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 forty-five (45) calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is reasonably necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s By-laws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall shall, other than in case of a Change of Control (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control), be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders by a majority vote of a quorum of the Company; outstanding shares of stock of all classes entitled to vote on the matter, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question. Other than in case of a Change of Control (e) in the event that other than a Change in Control which has occurred, been approved by Independent Counsel in a written opinion to majority of the Company’s Board of DirectorsDirectors who were directors immediately prior to such Change in Control), a copy of which shall be delivered to the Indemnitee. Such such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by lot from among the ten (10) law firms which, according to a court publicly available sources, have the most lawyers practicing in offices located in St. Louis, Missouri (excluding firms that, in any of competent jurisdictiontheir offices, have acted as counsel for the Company or Indemnitee or any other party to the action, suit or proceeding or any affiliate of such person). The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Charter Documents or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) then the entitlement of Indemnitee with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments under this Agreement or any other agreement or Charter Document now or hereafter in effect relating to events indemnifiable under this Agreement, shall be determined by Independent Counsel in a written opinion. In case of a Change of Control (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control), Independent Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). If Indemnitee and the Company are unable to agree on the selection of Independent Counsel, such Independent Counsel shall be selected by lot from among the ten (10) law firms which, according to publicly available sources, have the most lawyers practicing in offices located in St. Louis, Missouri (excluding firms that, in any of their offices, have acted as counsel for the Company or Indemnitee or any other party to the action, suit or proceeding or any affiliate of such person). Independent Counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors, whether or not such majority constitutes Directors (as hereinafter defined) even if less than a quorum; or (b) a committee of Disinterested Directors designated by a majority if such vote of is not obtainable or, even if obtainable, if such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) in by the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemniteestockholders. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as such Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any expenses (including attorneys' fees) incurred by Indemnitee in connection with Indemnitee's request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification In the event of any notice under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request Section 12(a) by the Indemnitee for indemnificationindemnification under this Agreement or otherwise, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company shall, by a majority vote of Disinterested Directors, whether or promptly designate a Reviewing Party. The Reviewing Party shall determine that indemnification is proper if it finds that the Indemnitee’s actions meet the standard of care in Section 3(b) above, the Indemnitee has not such majority constitutes a quorum; (bengaged in conduct of the type set forth in Section 3(b)(i)-(v) a committee above and that indemnification is not prohibited pursuant to Section 5. If the Reviewing Party consists of Disinterested Directors designated members of the Company’s Board of Directors, it shall act by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors. If the Reviewing Party is Special Legal Counsel, or if the Disinterested Directors so direct, by Independent Counsel determination of such Reviewing Party shall be rendered in the form of a written opinion legal opinion. Subject to the Board of DirectorsSections 12(d) and 13, any indemnification under Sections 3, 4 or 10 (unless ordered by a copy of which shall be delivered to the Indemnitee; (dcourt) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by only as authorized in the Secretary specific case and upon the determination of the Company of a written request for indemnification. If the person making such determination shall determine Reviewing Party that the Indemnitee is entitled to indemnification as to part (but in the circumstances because the Indemnitee’s actions meet the standard of care in Section 3(b) above, the Indemnitee has not all) engaged in conduct of the application type set forth in Sections 3(b)(i)-(v) above and that indemnification is not prohibited pursuant to Section 5. The Indemnitee’s demand for indemnification shall create a presumption that the Indemnitee is entitled to indemnification and the Reviewing Party shall have 30 days from the date of receipt of the Indemnitee’s demand in which to render in writing and deliver to the Indemnitee its determination. If the Reviewing Party determines, which determination shall be based upon clear and convincing evidence sufficient to rebut the aforesaid presumption of entitlement, that the Indemnitee is not entitled to indemnification, such person shall reasonably prorate such partial indemnification among in whole or in part, in the claimscircumstances because the Indemnitee’s actions failed to meet the standard of care in Section 3(b) above, issues, or matters at issue at the time Indemnitee has engaged in conduct of the determinationtype set forth in Section 3(b)(i)-(v) above or because the indemnification is prohibited pursuant to Section 5, the Indemnitee shall be entitled to obtain a favorable determination or to appeal such negative determination in the manner provided in Sections 12(d) and 13.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, In the Indemnitee shall submit a written request to the Secretary event of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request any demand by the Indemnitee for indemnificationindemnification under this Agreement or otherwise, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by shall promptly designate a majority vote Reviewing Party. The Reviewing Party shall determine that indemnification is proper if it finds that the Indemnitee has met the required standard of Disinterested Directors, whether or conduct set forth in Section 3(c) and that indemnification is not such majority constitutes prohibited pursuant to Section 5. If the Reviewing Party is a quorum; (b) a committee body consisting of Disinterested Directors designated by a majority vote members of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s Board of Directors, it shall act by a copy majority vote. If the Reviewing Party is Independent Legal Counsel, the determination of which the Reviewing Party shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) rendered in the event that a Change in Control has occurred, by Independent Counsel in form of a written opinion legal opinion. Subject to the Board of DirectorsSections 12(d) and 13, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected any indemnification under Sections 3 and 4 (unless ordered by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement or pursuant to indemnification Section 3(d)) shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by only as authorized in the Secretary specific case and upon the determination of the Company of a written request for indemnification. If the person making such determination shall determine Reviewing Party that the Indemnitee is entitled to indemnification in the circumstances because the Indemnitee has met the standard of conduct set forth in Section 3(c) and that indemnification is not prohibited pursuant to Section 5. The Indemnitee’s demand for indemnification shall create a presumption that the Indemnitee is entitled to indemnification and the Reviewing Party shall have 30 days from the date of receipt of the Indemnitee’s demand in which to render in writing and deliver to the Indemnitee its determination. If the Reviewing Party makes no timely determination, the Reviewing Party shall be deemed to have determined that the Indemnitee is entitled to the indemnification demanded. If the Reviewing Party determines, which determination shall be based upon clear and convincing evidence sufficient to rebut the aforesaid presumption of entitlement, that the Indemnitee is not entitled to indemnification, in whole or in part, in the circumstances because the Indemnitee has not met the standard of conduct set forth in Section 3(c) or because the indemnification is prohibited pursuant to Section 5, the Indemnitee shall (i) be entitled to obtain a favorable determination or to appeal such negative determination in the manner provided in Sections 12(d) and 13, and (ii) not be required to reimburse the Company for any Expense Advances or Expenses theretofore paid to or on behalf of the Indemnitee until a final determination has been made with respect to the Indemnitee’s legal entitlement to indemnification (as to part (but not all) which all rights of the application for indemnification, such person appeal therefrom shall reasonably prorate such partial indemnification among the claims, issues, have been exhausted or matters at issue at the time of the determinationshall have lapsed).

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that which is necessary for such determination and which is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event that a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Any amounts incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s Certificate of Incorporation and By-laws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such amounts and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person Person or persons Persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors, whether or not such majority constitutes Directors (as hereinafter defined) even if less than a quorum; or (b) a committee of Disinterested Directors designated by a majority if such vote of is not obtainable or, even if obtainable, if such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (dc) by the stockholder or stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other Person as such Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any expenses (including attorneys’ fees) incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person Person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person Person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information reasonably available to the Indemnitee that is necessary for such determination and is reasonably available determination. Notwithstanding the foregoing, any failure of the Indemnitee to provide such a request to the IndemniteeCompany, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to the Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to this Agreement, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, at the option of the Indemnitee, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than the earlier of (i) 60 calendar days after receipt by the Secretary of the Company of a written request for indemnificationindemnification and (ii) 10 calendar days after determination has been made that the Indemnitee is entitled to indemnification pursuant to Section 10 of this Agreement. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the CompanyIndemnitor. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company Indemnitor of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of DirectorsDirectors of the Indemnitor, except with respect to Section 9(e) below): (a) the Board of Directors of the Company Indemnitor by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsDirectors of the Indemnitor, a copy of which shall be delivered to the Indemnitee; (d) the stockholders by ordinary resolution of the Companyshareholders of Linde; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of DirectorsDirectors of the Indemnitor, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors of the Indemnitor and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors of the Indemnitor so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company Indemnitor of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to this Agreement, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include a schedule setting forth in detail the dollar amounts requested, supported by copies of the xxxx, agreement or other documentation relating thereto (which may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law), and such other documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. (a) Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 2 hereof, the entitlement of the determination as to whether or not Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined entitled to indemnification by reason of satisfying the following person or persons who applicable standard of conduct as set forth in Section 2 shall be empowered to make such determination made (as selected i) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee quorum consisting of Disinterested Directors designated (as hereinafter defined) or, (ii) if such a quorum is not obtainable or, even if obtainable, if the Board of Directors by a the majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; , or (eiii) in by the event that a Change in Control has occurred, by Independent Counsel in a written opinion stockholders. A determination as to the Board entitlement of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification pursuant to Section 2 hereof shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company as aforesaid not later than 60 calendar days after receipt by the Secretary of the Company of shall have received a written request for indemnification. If Indemnitee shall cooperate with the person Company in making its determination as aforesaid of Indemnitee’s entitlement to indemnification, including providing to the Company upon reasonable advance request any documentation or information reasonably available to Indemnitee and material to such determination. Any expenses (including attorneys’ fees) incurred by Indemnitee in so cooperating with the Company shall be borne by the Company and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) Indemnitee’s satisfaction of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time applicable standard of the determinationconduct set forth in Section 2.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Notwithstanding the foregoing, any failure of the Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to the Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to this Agreement, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, at the option of the Indemnitee, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than the earlier of (i) 60 calendar days after receipt by the Secretary of the Company of a written request for indemnificationindemnification and (ii) 10 calendar days after determination has been made that the Indemnitee is entitled to indemnification pursuant to Section 10 of this Agreement. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 4, 5, 6, 7 or 8, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors, whether or not such majority constitutes if any, even if less than a quorumquorum of the Board of Directors; (b) a committee of Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, whether or not such majority constitutes if any, even though less than a quorum; (c) if there are no such Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ed) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Notwithstanding the foregoing, upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification pursuant to Sections 4, 5, 6, 7 or 8 by reason of, or directly or indirectly arising out of, Indemnitee’s service on any special committee of the Board of Directors, the entitlement of the Indemnitee to indemnification shall be determined by Independent Counsel in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemnitee. Any Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)same, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any costs or expenses (including attorneys' fees) incurred by Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, Upon the Indemnitee shall submit a written request to the Secretary receipt of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required any notice pursuant to the terms of Section 6 or Section 8 of this Agreement4(b) hereof, shall be determined by the following person or persons who shall be empowered to make such a determination (as selected by the Board of Directors, except with respect to Section 9(eIndemnitee's entitlement to indemnification for Liabilities and Expenses or advancement of Expenses hereunder shall be made within ten (10) below): calendar days by (ai) a majority vote of the Board of Directors who are not parties to the Proceeding in respect of the Company which indemnification for Liabilities and Expenses or advancement of Expenses is sought by a majority vote of Disinterested DirectorsIndemnitee, whether or not such majority constitutes even though less than a quorum; , or (bii) by a committee of Disinterested Directors such directors designated by a majority vote of such directors, whether or not such majority constitutes even though less than a quorum; , or (ciii) if there are no Disinterested Directorssuch directors, or if the Disinterested Directors such directors so direct, by Independent Counsel in a written opinion to the Board of Directors, Directors (a copy of which opinion shall be delivered to the Indemnitee); (d) the stockholders of the Company; or (e) in the event provided, however, that if there has been a Change in of Control has occurredat or prior to the time of such notice by Indemnitee, Indemnitee's entitlement to indemnification for Liabilities and Expenses or advancement of Expenses shall be determined within the foregoing time period by Independent Counsel selected by Indemnitee, such determination to be set forth in a written opinion to the Board of Directors, Directors (a copy of which opinion shall be delivered to Indemnitee). The Company agrees to pay the Indemnitee. Such reasonable fees of any Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or upon failure of relating to this Agreement or its engagement pursuant hereto. If, pursuant to the Indemnitee so to approve (or so to selectforegoing, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination it is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine determined that the Indemnitee is entitled to indemnification as for Liabilities and Expenses or advancement of Expenses, payment to part Indemnitee shall be made within ten (but not all10) calendar days from the date of the application for indemnification, such person notice by Indemnitee pursuant to Section 4(b) hereof. Indemnitee shall reasonably prorate cooperate in the making of such partial determination, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure (excluding any information that counsel for Indemnitee advises Indemnitee not to disclose) and which is reasonably available to Indemnitee and reasonably necessary to such determination. For the avoidance of doubt, any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the Person making such determination shall be included as Expenses for the purposes of this Agreement, shall be recoverable by Indemnitee even if the Company determines Indemnitee is not entitled to indemnification among or advancement of Expenses for the claimsunderlying claim, issues, and shall be subject to advancement under Section 4(a). Nothing in this Section 4(c) shall be construed to limit or matters at issue at modify the time presumptions in favor of the determinationIndemnitee set forth in Section 3(b).

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. (a) Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination determination: (as selected by the Board of Directors, except with respect to Section 9(e) below): (ai) the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (bii) by a committee of Disinterested Directors designated by a majority vote of such directorsDisinterested Directors, whether or not such majority constitutes even though less than a quorum; or (ciii) if there are no Disinterested Directorssuch a quorum referred to in clause (i) is not obtainable or, or even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (eiv) in by the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemniteestockholders. Such Independent Counsel shall be selected by the Board of Disinterested Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to selectIndependent Counsel, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application by a Chancellor of the State of Delaware or such other person as such Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making Such request shall include documentation or information which is necessary for such determination shall determine that and which is reasonably available to the Indemnitee. Any costs or expenses (including attorneys' fees) incurred by the Indemnitee is entitled in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to indemnification as to part (but not all) hold the Indemnitee harmless from such costs and expenses irrespective of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time outcome of the determinationdetermination of the Indemnitee's entitlement to indemnification.

Determination of Entitlement to Indemnification. To receive When seeking indemnification under any section of this Agreement, the Indemnitee shall submit a written request for indemnification to the Secretary of the CompanyFHLBank. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary Indemnitee and reasonably necessary for FHLBank to make a determination of the Company of a written request by the Indemnitee for Indemnitee’s entitlement to indemnification, the entitlement . Determination of the Indemnitee Indemnitee’s entitlement to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): by: (a) the Board of Directors of the Company FHLBank by a majority vote of a quorum consisting of Disinterested Directors, whether Directors as defined in Section 17 of this Agreement or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors of FHLBank by the majority vote of Disinterested Directors designated so directs, by a majority vote panel of such directorsthree (3) lawyers, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by one of which shall be Independent Counsel as defined in Section 17 of this Agreement, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the such Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent The panel of three (3) lawyers shall be selected as follows: first, one (1) shall be chosen by the General Counsel of FHLBank, second, one (1) shall be chosen by the Indemnitee and third, one (1) shall be selected by agreement of the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be lawyers selected by the General Counsel of FHLBank and the Indemnitee. Upon failure All panel members selected must be active members in good standing of the Board state bar where they are admitted to practice, but only the third panel member must be Independent Counsel, as defined in Section 17 of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdictionthis Agreement. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 30 days after receipt by the Secretary of the Company FHLBank of a written request for indemnification. Any reasonable costs or expenses, including attorneys’ fees, incurred by the Indemnitee in connection with a request for indemnification under this Agreement shall be borne by FHLBank provided that it is ultimately determined that the Indemnitee is entitled to indemnification. If the person panel making such determination shall determine that the Indemnitee is entitled to indemnification as to part (part, but not all) , of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at matters. FHLBank shall pay the time fees of the determinationlawyers comprising the panel.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Chief Executive Officer or the Secretary of the Company. Such request shall include such documentation or and information that is necessary for such determination and as is reasonably available to the IndemniteeIndemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification (the “Supporting Documentation”). Upon receipt by the The Secretary of the Company of a written request by shall promptly advise the Board in writing that the Indemnitee for has requested indemnification, the entitlement . The determination of the Indemnitee Indemnitee’s entitlement to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, indemnification shall be determined made by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors a majority of the Company Disinterested Directors (including by a majority vote of the Disinterested DirectorsDirector, whether or not such majority constitutes a quorumif there is only one); (b) a majority of a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorumthe Disinterested Directors; (c) Independent Counsel, if a majority of the Disinterested Directors so directs or there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the CompanyCompany (but only if a majority of the Disinterested Directors determines that the issue of entitlement to indemnification should be submitted to the stockholders for their determination); or (e) in the event that a Change in Control has occurredoccurred and the Indemnitee so requests (in which case the Disinterested Directors shall be deemed to have so directed), by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; or (f) as provided in Section 10. Such In the event the determination of entitlement to indemnification is to be made by Independent Counsel, a majority of the Disinterested Directors shall select the Independent Counsel, but only an Independent Counsel shall be selected by to which the Board of Directors and approved by the IndemniteeIndemnitee does not reasonably object; provided, except however, that in the event that if a Change in Control has occurredoccurred or there are no Disinterested Directors, the Indemnitee shall select such Independent Counsel, but only an Independent Counsel shall be selected by to which the IndemniteeBoard does not reasonably object. Upon failure of the Board of Disinterested Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to selectthe Indemnitee, in the event a Change in Control has occurred)occurred or there are no Disinterested Directors) to select such Independent Counsel or upon objection by the Indemnitee or Board to the selection of Independent Counsel, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of the Indemnitee’s entitlement to indemnification shall be made andnot later than sixty (60) calendar days after receipt by the Company of the written request therefor together with the Supporting Documentation, and unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 five (5) calendar days after receipt by the Secretary of the Company of a written request for indemnificationsuch determination has been made, or is deemed to have been made pursuant to Section 10. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement4.1, shall be determined by the following person or persons who shall be empowered to make such a determination (as selected by the Board of Directors, except with respect to Section 9(eIndemnitee’s entitlement thereto shall be made in the specific case (i) below): if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (aii) if a Change in Control shall not have occurred, at the Board of Directors discretion of the Company board of directors, either (A) by a majority vote of the Disinterested Directors, whether or not such majority constitutes even though less than a quorum; quorum of the Company’s board of directors, (bB) by a committee of Disinterested Directors designated by a majority vote of such the Disinterested Directors, even though less than a quorum of the Company’s board of directors, whether or not such majority constitutes a quorum; (cC) if there are no such Disinterested DirectorsDirectors or, or if the such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board Company’s board of Directorsdirectors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Indemnitee; (d) Company’s board of directors, by the stockholders of the Company; or (e) in the event . If it is determined that a Change in Control has occurredIndemnitee is entitled to indemnification, by Independent Counsel in a written opinion payment to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar within ten (10) days after receipt such determination. Indemnitee shall cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the Secretary of the Company of a written request for indemnification. If the person person, persons or entity making such determination shall determine that be borne by the Indemnitee is entitled Company, to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationextent permitted by applicable law.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and that is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3, 4, 5, 6, or 7, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event that a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Any amounts incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Articles and By-laws or any directors' and officers' liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such amounts and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 4, 5, 6, 8 or 9, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors, whether or not such majority constitutes even though less than a quorumquorum of the Board; (b) by a committee of Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, whether or not such majority constitutes even though less than a quorumquorum of the Board; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; or (d) if so directed by the Board, the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this AgreementA determination, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt if expressly required by the Secretary of the Company of a written request by the Indemnitee for indemnificationapplicable law, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(eIndemnitee’s entitlement to indemnification hereunder shall be made within ninety (90) below): calendar days after final determination in the Proceeding by (ai) the Board of Directors of the Company by a majority vote of Disinterested Directorsthe Board who are not parties to the Proceeding in respect of which indemnification is sought by Indemnitee, whether or not such majority constitutes even though less than a quorum; , or (bii) by a committee of Disinterested Directors such directors designated by a majority vote of such directors, whether or not such majority constitutes directors even though less than a quorum; , or (ciii) if there are no Disinterested Directorssuch directors, or if the Disinterested Directors such directors so direct, by Independent Counsel in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to Indemnitee), or (iv) if so directed by the Indemnitee; (d) the stockholders Board, by a vote of the Companyshareholders; or (e) in the event provided, however, that if there has been a Change in of Control has occurredat or prior to the time of such notice by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined within the foregoing time period by Independent Counsel selected by Indemnitee, such determination to be set forth in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to Indemnitee). The Company agrees to pay the Indemnitee. Such reasonable fees of any Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or upon failure of relating to this Agreement or its engagement pursuant hereto. If, pursuant to the foregoing, it is determined that Indemnitee so is entitled to approve (or so indemnification, payment to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification Indemnitee shall be made and(net of all amounts, unless a contrary determination is madeif any, such indemnification shall be paid in full by the Company not later than 60 previously advanced to Indemnitee or other Persons on Indemnitee’s behalf) within thirty (30) calendar days after receipt by from the Secretary date of notice to the Company of a written the determination. Indemnitee shall reasonably cooperate in the making of such determination, including providing upon reasonable advance request for indemnificationany documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. If Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person Person making such determination shall determine that be included as Expenses for the purposes of this Agreement. Nothing in this Section 4(c) shall be construed to limit or modify the presumptions in favor of Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationset forth in Section 3(b).

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control (defined below) has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemniteeas noted below. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Notwithstanding the foregoing, if a Change in Control has occurred, Independent Counsel shall be selected by Indemnitee and approved by the Company. A determination of entitlement to indemnification shall be made and, unless a contrary determination is made, and such indemnification shall be paid in full by the Company paid, not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s By-laws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by shall promptly designate a majority vote Reviewing Party. The Reviewing Party shall determine that indemnification is proper if it finds that the Indemnitee has met the required standard of Disinterested Directors, whether or conduct set forth in Section 3(c) and that indemnification is not such majority constitutes a quorum; (b) a committee prohibited pursuant to Section 5. If the Reviewing Party is more than one member of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company's Board of Directors, it shall act by a copy majority vote. If the Reviewing Party is Independent Legal Counsel, the determination of which the Reviewing Party shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) rendered in the event that a Change in Control has occurred, by Independent Counsel in form of a written opinion legal opinion. Subject to the Board of DirectorsSections 11(e) and 12, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected any indemnification under Sections 3 and 4 (unless ordered by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement or pursuant to indemnification Section 3(d)) shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by only as authorized in the Secretary specific case and upon the determination of the Company of a written request for indemnification. If the person making such determination shall determine Reviewing Party that the Indemnitee is entitled to indemnification in the circumstances because the Indemnitee has met the standard of conduct set forth in Section 3(c) and that indemnification is not prohibited pursuant to Section 5. The Indemnitee's demand for indemnification shall create a presumption that the Indemnitee is entitled to indemnification and the Reviewing Party shall have 30 days from the date of receipt of the Indemnitee's demand in which to render in writing and deliver to the Indemnitee its determination. If the Reviewing Party makes no timely determination, the Reviewing Party shall be deemed to have determined that the Indemnitee is entitled to the indemnification demanded. If the Reviewing Party determines, which determination shall be based upon clear and convincing evidence sufficient to rebut the aforesaid presumption of entitlement, that the Indemnitee is not entitled to indemnification, in whole or in part, in the circumstances because the Indemnitee has not met the standard of conduct set forth in Section 3(c) or because the indemnification is prohibited pursuant to Section 5, the Indemnitee shall (i) be entitled to obtain a favorable determination or to appeal such negative determination in the manner provided in Sections 11(e) and 12 and (ii) not be required to reimburse the Company for any Expense Advances or Expenses theretofore paid to or on behalf of the Indemnitee until a final determination has been made with respect to the Indemnitee's legal entitlement to indemnification (as to part (but not all) which all rights of the application for indemnification, such person appeal therefrom shall reasonably prorate such partial indemnification among the claims, issues, have been exhausted or matters at issue at the time of the determinationshall have lapsed).

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary secretary of the Companycompany. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary secretary of the Company company of a written request by the Indemnitee for indemnificationindemnification pursuant to this Agreement, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board board of Directors directors of the Company company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board board of Directorsdirectors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Companycompany; or (e) in the event that if a Change in Control has occurredoccurred and Indemnitee specifically so requests in Indemnitee’s written request for indemnification, by Independent Counsel in a written opinion to the Board board of Directorsdirectors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board board of Directors directors and approved by the Indemnitee, except that in the event that a Change in Control has occurredoccurred and Indemnitee requests a determination by Independent Counsel, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board board of Directors directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company company not later than 60 30 calendar days after receipt by the Secretary secretary of the Company company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 6, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this AgreementAgreement and if required by applicable law, shall be determined by the following person or persons who shall be empowered to make such determination: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination (as selected be made by the Board of DirectorsDirectors of the Company or the shareholders, except with respect to in which case by the persons or persons or in the manner provided for in clause (ii) of this Section 9(e6(c) below): or (aii) if a Change in Control shall not have occurred, by (A) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (cB) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel selected by a majority of the Disinterested Directors or, if the Disinterested Directors do not make a selection or there are no Disinterested Directors, selected by the Indemnitee, in any case, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (dC) the stockholders shareholders of the Company; or (e) in the event that Company by majority vote of a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdictionquorum. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 30 days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary Chief Legal Officer of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary Chief Legal Officer of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary Chief Legal Officer of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee INDEMNITEE for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee INDEMNITEE to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors, whether or not such majority constitutes Directors (as hereinafter defined) even though less than a quorum; or (b) a committee of Disinterested Directors designated by a majority if such vote of is not obtainable or, even if obtainable, if such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the CompanyINDEMNITEE; or (ec) in by the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemniteestockholders. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the IndemniteeINDEMNITEE. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee INDEMNITEE to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to INDEMNITEE. Any expenses (including attorneys' fees and disbursements) incurred by INDEMNITEE in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold INDEMNITEE harmless therefrom irrespective of the outcome of the determination of INDEMNITEE's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee INDEMNITEE is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by Indemnitee. Notwithstanding the Indemniteeforegoing, except that in the event that if a Change in Control has occurredoccurred since the date of this Agreement and the Indemnitee specifically requests in Indemnitee's written request for indemnification pursuant to Sections 3, Independent Counsel 4, 5, 6 or 7, that such determination not be made by the parties identified in (a) or (b) above, such determination shall be selected made by the Indemniteeparty(ies) empowered to make such determination as identified in (c) or (d). Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company's By-laws or any directors' and officers' liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s Bylaws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is reasonably necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is reasonably necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnificationother than for indemnification ordered by a court, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e8(e) below): ) shall determine whether the indemnification is proper in the circumstances because the Indemnitee has met the Standard of Conduct: (a) the Board of Directors of the Company Company, acting by a majority vote quorum consisting of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorumDirectors; (c) if there are no a quorum of Disinterested DirectorsDirectors is not obtainable, or even if the obtainable, if a quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the Board of Directors, a copy Directors relying upon the opinion in writing of which shall be delivered to the IndemniteeIndependent Legal Counsel; (d) by the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Legal Counsel in a written an opinion in writing to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Legal Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Legal Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Legal Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Legal Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 90 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include a schedule setting forth in detail the dollar amounts requested, supported by copies of the xxxx, agreement or other documentation relating thereto (which may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) and such other documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e8(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 8, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 forty-five (45) calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is reasonably necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s bylaws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or Section 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) in by the event that a Change in Control has occurredstockholders, but shares owned by Independent Counsel in a written opinion or voted under the control of directors, including the Indemnitee, who are at the time parties to the Board of Directors, a copy of which shall proceeding may not be delivered to voted on the Indemniteedetermination. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a by any state or federal court situated in the State of competent jurisdictionVirginia. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not no later than 60 calendar sixty (60) days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Damages incurred by Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary General Counsel or Chairperson of the CompanyAudit Committee of Ancestry LLC. Such request shall include documentation or information that which is necessary for such determination and which is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Operating Committee by a majority vote of Disinterested DirectorsMembers, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors Members designated by a majority vote of such directorsMembers, whether or not such majority constitutes a quorum; (c) if there are no Disinterested DirectorsMembers, or if the Disinterested Directors Members so direct, by Independent Counsel in a written opinion to the Board of DirectorsOperating Committee, a copy of which shall be delivered to the Indemnitee; (d) the stockholders equityholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of DirectorsOperating Committee, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors Operating Committee and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors Operating Committee so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, and such indemnification shall be paid in full by the Company Company, not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Any amounts incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s Organizational Documents or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such amounts and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Xxxxxx Mae by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders if there is no functioning Board of the Company; or (e) in the event that a Change in Control has occurredDirectors, by Independent Counsel in (defined below) pursuant to a written opinion provided to the Board of DirectorsCEO or, a copy of which shall be delivered if it is the CEO that is seeking indemnification, to the IndemniteeChief Compliance Officer. Such Independent Counsel shall be selected by the Board of Directors or, if there is no functioning Board of Directors, by the CEO or, if it is the CEO that is seeking indemnification, by the Chief Compliance Officer, and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors Board, CEO, or Chief Compliance Officer, as applicable, so to select such Independent Counsel Counsel, or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company Xxxxxx Xxx of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of Xxxxxx Mae's By-laws or any directors' and officers' liability insurance, shall be borne by Xxxxxx Xxx. Xxxxxx Xxx hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 4 or 5, the entitlement of the Indemnitee to indemnification, to the extent not required otherwise provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) If no Change in Control has occurred, (i) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (bii) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (ciii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (div) the stockholders of the Company; or (eb) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 45 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination. The Indemnitee shall use reasonable efforts to provide such documentation or information as is necessary for such determination and is reasonably available to the Indemnitee. In no event shall a determination be required in connection with advancement of Expenses or in connection with indemnification for Expenses incurred as a witness, interviewee or producer of documents or incurred in connection with any Proceeding or portion thereof with respect to which the Indemnitee has been successful on the merits or otherwise.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors (as hereinafter defined), even if less than a quorum of the Board of Directors, whether ; or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no such Disinterested Directors, Directors or if a majority of the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) in the event that a Change in Control has occurred, if so directed by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to by the Indemniteestockholders. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to selectIndependent Counsel, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information that is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including attorneys' fees) incurred by the Indemnitee in connection with his or her request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, In the Indemnitee shall submit a written request to the Secretary event of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request any demand by the Indemnitee for indemnificationindemnification under this Agreement or otherwise, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote shall promptly designate whether the Reviewing Party shall be members of Disinterested Directors, whether the Company's Board of Directors or Independent Legal Counsel. The Reviewing Party shall determine that indemnification is proper if it finds that the Indemnitee has met the required standard of conduct set forth in Section 3(c) and that indemnification is not such majority constitutes a quorum; (b) a committee prohibited pursuant to Section 5. If the Reviewing Party consists of Disinterested Directors designated by a majority vote members of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company's Board of Directors, it shall act by a copy majority vote. If the Reviewing Party is Independent Legal Counsel, the determination of which the Reviewing Party shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) rendered in the event that a Change in Control has occurred, by Independent Counsel in form of a written opinion legal opinion. Subject to the Board of DirectorsSections 10(d) and 11, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected any indemnification under Sections 3 and 4 (unless ordered by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement or pursuant to indemnification Section 3(d)) shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by only as authorized in the Secretary specific case and upon the determination of the Company of a written request for indemnification. If the person making such determination shall determine Reviewing Party that the Indemnitee is entitled to indemnification in the circumstances because the Indemnitee has met the standard of conduct set forth in Section 3(c) and that indemnification is not prohibited pursuant to Section 5. The Indemnitee's demand for indemnification shall create a presumption that the Indemnitee is entitled to indemnification and the Reviewing Party shall have 30 days from the date of receipt of the Indemnitee's demand in which to render in writing and deliver to the Indemnitee its determination. If the Reviewing Party makes no timely determination, the Reviewing Party shall be deemed to have determined that the Indemnitee is entitled to the indemnification demanded. If the Reviewing Party determines, which determination shall be based upon clear and convincing evidence sufficient to rebut the aforesaid presumption of entitlement, that the Indemnitee is not entitled to indemnification, in whole or in part, in the circumstances because the Indemnitee has not met the standard of conduct set forth in Section 3(c) or because the indemnification is prohibited pursuant to Section 5, the Indemnitee shall (i) be entitled to obtain a favorable determination or to appeal such negative determination in the manner provided in Sections 10(d) and 11 and (ii) not be required to reimburse the Company for any Expense Advances or Expenses theretofore paid to or on behalf of the Indemnitee until a final determination has been made with respect to the Indemnitee's legal entitlement to indemnification (as to part (but not all) which all rights of the application for indemnification, such person appeal therefrom shall reasonably prorate such partial indemnification among the claims, issues, have been exhausted or matters at issue at the time of the determinationshall have lapsed).

Determination of Entitlement to Indemnification. To receive indemnification under this AgreementA determination, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt if expressly required by the Secretary of the Company of a written request by the Indemnitee for indemnificationapplicable law, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(eIndemnitee’s entitlement to indemnification hereunder shall be made within ninety (90) below): calendar days after final determination in the Proceeding by (ai) the Board of Directors of the Company by a majority vote of Disinterested Directorsthe Board who are not parties to the Proceeding in respect of which indemnification is sought by Indemnitee, whether or not such majority constitutes even though less than a quorum; , or (bii) by a committee of Disinterested Directors such directors designated by a majority vote of such directors, whether or not such majority constitutes directors even though less than a quorum; , or (ciii) if there are no Disinterested Directorssuch directors, or if the Disinterested Directors such directors so direct, by Independent Counsel in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to Indemnitee ), or (iv) if so directed by the Indemnitee; (d) the stockholders Board, by a vote of the Companyshareholders; or (e) in the event provided, however, that if there has been a Change in of Control has occurredat or prior to the time of such notice by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined within the foregoing time period by Independent Counsel selected by Indemnitee, such determination to be set forth in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to Indemnitee ). The Company agrees to pay the Indemnitee. Such reasonable fees of any Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities, and damages arising out of or upon failure of relating to this Agreement or its engagement pursuant hereto. If, pursuant to the foregoing, it is determined that Indemnitee so is entitled to approve (or so indemnification, payment to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification Indemnitee shall be made and(net of all amounts, unless a contrary determination is madeif any, such indemnification shall be paid in full by previously advanced to the Company not later than 60 Indemnitee or other Persons on Indemnitee’s behalf) within thirty (30) calendar days after receipt by from the Secretary date of notice to the Company of a written the determination. Indemnitee shall reasonably cooperate in the making of such determination, including providing upon reasonable advance request for indemnificationany 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. If Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person Person making such determination shall determine that be included as Expenses for the purposes of this Agreement. Nothing in this Section 4(c) shall be construed to limit or modify the presumptions in favor of Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationset forth in Section 3(b).

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of the Disinterested DirectorsDirectors (as hereinafter defined), whether or not such majority constitutes even though less than a quorum; or (b) by a committee of Disinterested Directors designated by a majority vote of such directorsDirectors, whether or not such majority constitutes even though less than a quorum; or (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) by the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemniteestockholders. Such Independent Counsel shall be selected by the Board of Disinterested Directors by majority vote and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select 110 such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not no later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any costs or expenses (including attorneys’ fees) incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless therefore irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or Section 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the each Company by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) in by the event that a Change in Control has occurredstockholders, but shares owned by Independent Counsel in a written opinion or voted under the control of directors, including the Indemnitee, who are at the time parties to the Board of Directors, a copy of which shall proceeding may not be delivered to voted on the Indemniteedetermination. Such Independent Counsel shall be selected by the Board of Directors and reasonably approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the either Company's Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not no later than 60 calendar sixty (60) days after receipt by the Secretary of the respective Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Damages incurred by Indemnitee in connection with his request for indemnification hereunder shall be borne by such Company. Each Company hereby jointly and severally indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that which is necessary for such determination and which is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, and such indemnification shall be paid in full by the Company Company, not later than 60 90 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Any amounts incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s Bylaws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such amounts and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) in the event that no Change of Control has occurred, by (i) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (bii) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (ciii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (div) the stockholders of the Company; or Company and (eb) in the event that a Change in of Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such an Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)such choice, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made andmade, and unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and which is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event that a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full fully by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Any amounts incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s Certificate of Incorporation and Bylaws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such amounts and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary General Counsel or Chairperson of the Audit Committee of the Company. Such request shall include documentation or information that which is necessary for such determination and which is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, and such indemnification shall be paid in full by the Company Company, not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Any amounts incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s Bylaws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such amounts and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary General Counsel of the Company. Such request shall include a schedule setting forth in detail the dollar amounts requested, supported by copies of the bill, agreement or other documentation relating thereto (which may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) and such other documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary General Counsel of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 ‎0 or Section 8 ‎0 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary General Counsel of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Indemnitor by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors of the Indemnitor by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (dc) by the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the IndemniteeIndemnitor. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not no later than 60 calendar days after receipt by the Secretary of the Company Indemnitor of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any costs or expenses (including attorney's fees) incurred by Indemnitee in connection with his request for indemnification hereunder shall be borne by the Indemnitor. The Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to this Agreement, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; Company or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall shall, other than in case of a Change of Control, be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; or (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders . Other than in case of the Company; or (e) in the event that a Change in Control has occurredof Control, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by lot from among the ten (10) law firms which, according to a court publicly available sources, have the most lawyers practicing in offices located in St. Louis, Missouri (excluding firms that, in any of competent jurisdictiontheir offices, have acted as counsel for the Company or Indemnitee or any other party to the action, suit or proceeding or any affiliate of such person). The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Charter Documents or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination. The Company agrees that if there is a Change in Control of the Company then the entitlement of Indemnitee with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments under this Agreement or any other agreement or Charter Document now or hereafter in effect relating to events indemnifiable under this Agreement, shall be determined by Independent Counsel in a written opinion. In case of a Change of Control, Independent Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). If Indemnitee and the Company are unable to agree on the selection of Independent Counsel, such Independent Counsel shall be selected by lot from among the ten (10) law firms which, according to publicly available sources, have the most lawyers practicing in offices located in St. Louis, Missouri (excluding firms that, in any of their offices, have acted as counsel for the Company or Indemnitee or any other party to the action, suit or proceeding or any affiliate of such person). Independent Counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall shall, other than in case of a Change of Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or . Other than in case of a Change of Control (e) in the event that other than a Change in Control which has occurred, been approved by Independent Counsel in a written opinion to majority of the Company's Board of DirectorsDirectors who were directors immediately prior to such Change in Control), a copy of which shall be delivered to the Indemnitee. Such such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Charter Documents or any directors' and officers' liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then the entitlement of Indemnitee with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments under this Agreement or any other agreement or Charter Document now or hereafter in effect relating to events indemnifiable under this Agreement, shall be determined by Independent Counsel in a written opinion. In case of a Change of Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), Independent Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Upon failure of the Indemnitee so to select such Independent Counsel or upon failure of the Company so to approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. Independent Counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of the Disinterested DirectorsDirectors (as defined in Section 18 hereof), whether or not such majority constitutes even though less than a quorum; or (b) by a committee of Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, whether or not such majority constitutes even though less than a quorum; or (c) if there are no Disinterested Directors, Directors or if a majority of the Disinterested Directors so directdirects, by Independent Counsel (as defined in Section 18 hereof) in a written opinion to the applicable Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) by a vote of the stockholders security holders representing a majority of the Company; or (e) in the event that a Change in Control has occurred, by 's common stock. Any Independent Counsel in a written opinion selected pursuant to clause (c) of the Board of Directors, a copy of which preceding sentence shall be delivered to approved by the Indemnitee. Such Upon failure to so select such Independent Counselor upon failure of the Indemnitee to so approve, such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure Chancellor of the Board State of Directors so Delaware or such other person as the Chancellor shall designate to select make such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdictionselection. The A determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification addressed to the Secretary thereof. Such request shall include documentation or information that is necessary for such determination and that is reasonably available to the Indemnitee. Any expenses (including attorneys' fees) incurred by the Indemnitee in connection with the Indemnitee's request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the applicable claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 6.1 above, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) by the Board of Trustees by a majority vote of a quorum consisting of Disinterested Trustees or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Indemnitee to indemnificationBoard of Trustees consisting solely of one or more Disinterested Trustees, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as ii) if Independent Counsel has been selected by the Board of DirectorsTrustees in accordance with Maryland law and approved by the Indemnitee, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or which approval shall not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directbe unreasonably withheld, by Independent Counsel Counsel, in a written opinion to the Board of DirectorsTrustees, a copy of which shall be delivered to the Indemnitee; Indemnitee or (diii) the stockholders if so directed by a majority of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure members of the Board of Directors so to select such Independent Counsel or upon failure Trustees, by the Beneficiaries of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnificationTrust. If the person making such determination shall determine it is so determined that the Indemnitee is entitled to indemnification indemnification, payment to the Indemnitee shall be made within ten days after such determination. 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 in the discretion of the Board of Trustees or Independent Counsel if retained pursuant to clause (b)(ii) of this Section 6.2. Any Expenses incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Trust (irrespective of the determination as to part (but not allthe Indemnitee’s entitlement to indemnification) and the Trust shall indemnify and hold the Indemnitee harmless therefrom. The Trust shall pay the reasonable fees and expenses of the application for indemnificationIndependent Counsel, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationif one is appointed.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, except to the extent not required pursuant to Section 6, the terms of Section 6 or Section 8 of this Agreement, indemnification shall be determined by paid unless the following person or persons who shall be empowered to make such determination (as selected by determine that the Board Indemnitee has engaged in willful misconduct or a knowing violation of Directors, except with respect to Section 9(e) below): the criminal law: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not provided there are at least five such Disinterested Directors (and which majority constitutes shall for such purpose constitute a quorum); (b) a committee of at least five Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorumthe Disinterested Directors; (c) if there are no not at least five Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsCompany, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of DirectorsCompany, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in In the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of If the Board of Directors so and Indemnitee are entitled to select such Independent Counsel for the reasons described in Section 1(d) and cannot mutually agree on such selection (or upon failure of the Indemnitee so to approve (or so to selectselect such Independent Counsel, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless Unless a contrary determination is mademade that the Indemnitee is not entitled to indemnification, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such the person or persons charged with making the determination under this Section shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors Board, and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s bylaws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary Chief Legal Officer of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary Chief Legal Officer of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders shareholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary Chief Legal Officer of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of the Disinterested DirectorsDirectors (as defined in Section 18 hereof), whether or not such majority constitutes even though less than a quorum; or (b) by a committee of Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, whether or not such majority constitutes even though less than a quorum; or (c) if there are no Disinterested Directors, Directors or if a majority of the Disinterested Directors so directdirects, by Independent Counsel (as defined in Section 18 hereof) in a written opinion to the applicable Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders as applicable, by a vote of the Company; securityholders representing a majority of MRG’s common stock or (e) in the event that a Change in Control has occurred, by majority of MOC’s common stock. Any Independent Counsel in a written opinion selected pursuant to clause (c) of the Board of Directors, a copy of which preceding sentence shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The A determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company an Indemnifying Party of a written request for indemnification addressed to the Secretary thereof. Such request shall include documentation or information that is necessary for such determination and that is reasonably available to the Indemnitee. Any expenses (including attorneys’ fees) incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Indemnifying Parties and each hereby, jointly and severally, indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the applicable claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement6.1 above, shall be determined a determination, if required by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directorsapplicable law, except with respect to Section 9(e) below): the Indemnitee’s entitlement thereto shall promptly be made in the specific case: (a) the Board of Directors of the Company by if a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directChange in Control shall have occurred, by Independent Counsel Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d, ​ ​ ​ which Independent Counsel shall be selected by the Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) the stockholders of the CompanyMGCL, which approval will not be unreasonably withheld; or (eb) in the event that if a Change in Control shall not have occurred, (i) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Directors consisting solely of one or more Disinterested Directors, (ii) if Independent Counsel has occurredbeen selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, by Independent Counsel Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected Indemnitee or (iii) if so directed by a majority of the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure members of the Board of Directors so to select such Independent Counsel or upon failure Directors, by the stockholders of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnificationCompany. If the person making such determination shall determine it is so determined that the Indemnitee is entitled to indemnification indemnification, payment to the Indemnitee shall be made within ten days after such determination. 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 in the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (b)(ii) of this Section 6.2. Any Expenses incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to part (but not allthe Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold the Indemnitee harmless therefrom. The Company shall pay the reasonable fees and expenses of the application for indemnificationIndependent Counsel, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationif one is appointed.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Article FIRST hereof, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Corporation, acting by a majority vote quorum consisting of Disinterested Directorsdirectors who are not parties to the action, whether suit or not such majority constitutes a quorumproceeding with respect to which indemnification is sought; or (b) if a committee quorum is not obtainable, or, even if obtainable, if a quorum of Disinterested Directors designated directors who are not parties to the action, suit or proceeding with respect to which indemnification is sought so directs, either by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsDirectors upon the written opinion of independent legal counsel, a copy of which shall be delivered to Indemnitee, or by the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the IndemniteeCorporation’s shareholders. Such Independent Counsel independent counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel independent counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel independent counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company Corporation of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any expenses incurred by Indemnitee in connection with a request for indemnification or advancement of expenses under this Agreement, or under any provision of the Corporation’s Certificate of Incorporation or By-laws or any directors’ and officers’ liability insurance, shall be borne by the Corporation. The Corporation hereby indemnifies Indemnitee for any such expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination. Notwithstanding anything to the contrary, in the event that the Indemnitee is not a member of the Board of Directors or an Executive Officer of the Corporation, the Board of Directors may delegate its responsibilities under this Article Third to the Chief Executive Officer of the Corporation.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 4, 5, 6, 7 or 8, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is reasonably necessary for such determination and is reasonably available to the Indemnitee, but in no case shall Indemnitee be required to convey any information that would cause Indemnitee to waive any privilege accorded by applicable law. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Company, by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined); or (b) if such a quorum is not obtainable or, even if obtainable, if the Board of Directors, by the majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (das hereinafter defined) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee. Upon failure of the Board to so select, except that in or upon failure of the event that a Change in Control has occurredIndemnitee to so approve such Independent Counsel, such Independent Counsel shall be selected by the Indemnitee. Upon failure Chief Judge of the Board of Directors so to select such Independent Counsel or upon failure District Court of the Indemnitee so Fourth Judicial District of Minnesota or such other person as the Chief Judge shall designate to approve (or so to select, in the event a Change in Control has occurred), make such Independent Counsel shall be selected upon application to a court of competent jurisdictionselection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including attorneys' fees) incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors Board, and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s By-laws, or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Notwithstanding the foregoing, any failure of the Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to the Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to this Agreement, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; Company or (e) in the event that a Change in Control has occurred, at the option of the Indemnitee, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than the earlier of (i) 60 calendar days after receipt by the Secretary of the Company of a written request for indemnificationindemnification and (ii) 10 calendar days after determination has been made that the Indemnitee is entitled to indemnification pursuant to Section 10 of this Agreement. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to SECTION 3 or 4, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorumquorum consisting of disinterested directors; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors disinterested directors so directdirects, by Independent Counsel independent counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) by the shareholders, but shares owned by or voted under the control of Board Members, including the Indemnitee, who are at the time parties to the proceeding may not be voted in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemniteedetermination. Such Independent Counsel independent counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel independent counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel independent counsel shall be selected upon application by an Illinois state court judge of the Circuit Court of Cook County, Chancery Division, or such other person as such judge shxxx designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar sixty (60) days after receipt by the Secretary of the Company of a written request for indemnification. If the person making Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall determine be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel or its shareholders) to have made a determination that the indemnification of Indemnitee is entitled proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel or its shareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. For purposes of this SECTION 8, (a) a disinterested director shall mean a Board Member who is not or was not a party to the action, suit or proceeding in respect of which indemnification is being sought by Indemnitee, and (b) independent counsel shall mean a law firm or a member of a law firm that neither is presently nor in the past five years has been retained to represent (i) the Company or Indemnitee in any matter material to either such party or (ii) any other party to the action, suit or proceeding giving rise to a claim for indemnification hereunder; PROVIDED that such independent counsel shall not have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's right to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationunder this Agreement.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 4, 5, 6, 7 or 8, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors, whether or not such majority constitutes if any, even if less than a quorumquorum of the Board of Directors; (b) a committee of Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, whether or not such majority constitutes if any, even though less than a quorum; (c) if there are no such Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ed) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Any Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.