“Determination” means a determination that either # there is a reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (a “Favorable Determination”) or # there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (an “Adverse Determination”). An Adverse Determination shall include the decision that a Determination was required in connection with indemnification and the decision as to the applicable standard of conduct.

“Determination” means a determination that either # Indemnitee is entitled to indemnification under this Agreement (a “Favorable Determination”) or # Indemnitee is not entitled to indemnification under this Agreement (an “Adverse Determination”).