Establishment of Trust. In the event of a Potential Change in Control, the Company shall promptly, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and, from time to time upon written request by Indemnitee, shall fund the Trust in an amount sufficient to satisfy # any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Claim relating to an Indemnifiable Event, and # any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The terms of the Trust shall provide that, upon a Change in Control, # the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; # the trustee of the Trust (the “Trustee”), shall advance to Indemnitee, within ten (10) business days of a request by Indemnitee, any and all Expenses and Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which Indemnitee would be required to reimburse the Company under Section 2(b) above); # the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; # the Trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise; and # all unexpended funds in the Trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by Indemnitee, with the approval of the Company (which approval shall not be unreasonably withheld or delayed). Nothing in this Section 4 shall relieve the Company of any of its obligations under this Agreement or any provision of the Charter Documents or other agreement now or hereafter in effect. The Company shall pay all costs of establishing and maintaining the Trust and shall agree to indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, losses and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Potential Change in Control,Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall promptly,shall, upon written request by Indemnitee, create a trustTrust for the benefit of the Indemnitee (the “Trust”) and,and from time to time upon written request by Indemnitee,of Indemnitee shall fund the Trust in an amount sufficient to satisfy # any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for andfor, participating in, and/or defending any ClaimProceeding relating to an Indemnifiable Event, and # any and all judgments, fines, penalties and settlementEvent. The amount or amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid.deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party. The terms of the Trust shall provide that, upon a Change in Control,that # the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee;the Indemnitee, # the trustee of the Trust (the “Trustee”),Trustee shall advance to Indemnitee,advance, within ten (10) business days of a request by the Indemnitee, any and all Expenses andto the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section[Section 2(b) above);c)] of this Agreement), # the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above;above, # the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise;otherwise, and # all unexpended funds in the Trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by Indemnitee, with the approval of the Company (which approval shall not be unreasonably withheld or delayed).Indemnitee. Nothing in this Section 4[Section 7] shall relieve the Company of any of its obligations under this Agreement or any provision ofAgreement. All income earned on the Charter Documents or other agreement now or hereafterassets held in effect.the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall agree to indemnify the Trustee against any and all expenses (including attorneys’attorneys' fees), claims, liabilities, lossesloss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall promptly,shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”"Trust") and,and from time to time upon written request by Indemnitee,of Indemnitee shall fund the Trust in an amount sufficientequal to satisfy # any and all ExpensesIndemnifiable Liabilities reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Claim relating to an Indemnifiable Event, and # any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposedClaim. The amount to be paid.deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party. The terms of the Trust shall provide that, upon a Change in Control, # the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; # the trustee of the Trust (the “Trustee”), shall advance to Indemnitee,advance, within ten (10) business days of a request by Indemnitee, any and all Expenses andto Indemnitee (and Indemnitee hereby agrees to reimburse the Trust under the same circumstances forin which Indemnitee would be required to reimburse the Company for Expense Advances under Section 2(b) above)this Agreement); # the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; # the Trusteetrustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise; and # all unexpended funds in thethat Trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The Trusteetrustee of the Trust shall be chosen by Indemnitee, with the approval of the Company (which approval shall not be unreasonably withheld or delayed).Indemnitee. Nothing in this Section 4 shall relieve the Company of any of its obligations under this Agreement or any provision of the Charter Documents or other agreement now or hereafter in effect. The Company shall pay all costs of establishing and maintaining the Trust and shall agree to indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, losses and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.Agreement.