(d) “*Indemnified Claim*” shall have the meaning given to it in Section 3.(e) “*Indemnification Period*” shall have the meaning given to it in Section 15.(f) “*Independent Legal Counsel*” shall mean a law firm or a member of a firm selected by theBoard and approved by Indemnitee (which approval shall not be unreasonably withheld) that neitheris presently nor in the past five (5) years has been retained to represent: (i) the Company, anyAffiliate of the Company, Indemnitee or any corporation of which Indemnitee was or is a director,officer, employee or agent, or any Affiliate of such a corporation, in any material matter, or (ii)any other party to the Proceeding giving rise to a claim for indemnification hereunder.Notwithstanding the foregoing, the term “Independent Legal Counsel” shall not include any personwho, under the applicable standards of professional conduct then prevailing, would have a conflictof interest in representing either the Company or Indemnitee in an action to determine Indemnitee’sright to indemnification under this Agreement. All Expenses of the Independent Legal Counselincurred in connection with acting pursuant to this Agreement shall be borne by the Company.(g) “*Joint Venture Companies*” shall mean any corporation, limited partnership, partnership,limited liability company or any other legal entity of which the Company or an Affiliate is ashareholder or holds an ownership interest in any amount.(h) “*Losses*” shall mean all losses, costs, claims, damages, liabilities, judgments, fines,penalties and amounts paid in settlement in connection with any Proceeding.(i) “*Officer or Director of the Company*” shall mean a person who is or was a director,officer, employee, agent or fiduciary of the Company, any Affiliate, any Joint Venture Company orany other corporation, partnership, joint venture, trust, employee benefit plan or other enterprisethat such person is or was serving at the request of the Company.(j) “*Person*” shall mean any natural person, corporation, limited partnership, limitedliability company, general partnership, joint stock company, joint venture, association, company,trust, bank, trust company, land trust, business trust or other organization, whether or not alegal entity.(k) “*Proceeding*” includes any threatened, pending or completed action, claim, suit,arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or anyother proceeding, wherever brought, whether civil, criminal, administrative or investigative, thatis associated with Indemnitee’s being an agent of the Company.Section 2.*Service by Indemnitee*. Indemnitee agrees to begin or continue to servethe Company, an Affiliate and/or a Joint Venture Company as an Officer or Director and agrees tothe indemnification provisions provided for herein. Notwithstanding anything contained herein,this Agreement shall not create a contract of employment between the Company, its Affiliates orJoint Venture Companies, as applicable, and Indemnitee, and the termination of Indemnitee’srelationship with the Company, an Affiliate or a Joint Venture Company, as applicable, by eitherparty hereto shall not be restricted by this Agreement. This Agreement shall continue in fullforce and effect notwithstanding Indemnitee ceasing to be an Officer or Director of the Company.The Company hereby acknowledges that Indemnitee is relying upon this Agreement in serving as anOfficer or Director of the Company.
 
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 Section 3. *Indemnification*. The Company shall (in the absence of (a) an intentionalact or omission, committed without a legal and legitimate business purpose, (b) the intentionalviolation of statute, rules or law, or (c) obtaining personal gain, personal profit or advantage towhich Indemnitee is not entitled under applicable law regulating the purchase and sale ofsecurities) and to the fullest extent permitted by the laws of the Cayman Islands in effect on thedate hereof or as such laws may from time to time hereafter be amended whether by statute orjudicial decision to increase the scope of such permitted indemnification, indemnify and holdIndemnitee harmless out of the assets of the Company against all liabilities, loss, damage, cost orreasonable expense, Employee Retirement Income Security Act of 1974 excise taxes or penalties(including but not limited to liabilities under contract, tort and statute, including statutesregulating employee benefit plans and including any applicable law or regulation of any relevantjurisdiction in which the Company is not incorporated and all reasonable legal and other costs andexpenses on a full indemnity basis properly payable) incurred or suffered by Indemnitee by or byreason of any act done, conceived in or omitted in the conduct of the business of the Company,Affiliates or Joint Venture Companies as applicable (the “*Indemnified Claim*”). To the extent thatIndemnitee is entitled to claim an indemnity pursuant to this Agreement in respect of amounts paid,or to be paid, or discharged by him, the relative indemnity shall take effect as an obligation ofthe Company to pay or discharge such amount as and when it becomes due as an obligation ofIndemnitee, or to reimburse Indemnitee making such payment or effecting such discharge. TheCompany’s obligation to indemnify Indemnitee under this Section shall not be affected by any defectin the election or appointment of Indemnitee to the office he or she occupies or has previouslyoccupied. Without diminishing the scope of the indemnification provided by this Section 3, therights of indemnification of Indemnitee provided hereunder shall include but shall not be limitedto those rights set forth hereinafter. In the event of any change in any applicable law, statuteor rule which limits the right of a Cayman Islands company to indemnify its directors or officers,such change, to the extent not otherwise required by such law, statute or rule, shall have noeffect on this Agreement or the parties’ rights and obligations hereunder.Section 4.*Action or Proceeding Other Than an Action by or in the Right of theCompany*. Indemnitee shall be entitled to the indemnification rights provided herein if Indemniteewas or is made a party or is threatened to be made a party to any pending, completed or threatenedProceeding, other than an action by or in the right of the Company, by reason of (a) the fact thatIndemnitee is or was acting in such person’s official capacity as an Officer or Director of theCompany or (b) anything done or not done by Indemnitee in such capacity.Section 5.*Mandatory Waiver of Claims Against Indemnitee.*The Company shall not haveany claim or right of action against Indemnitee on account of any action taken by Indemnitee or thefailure of Indemnitee to take any action in the performance of his duties with or for the Company,Affiliates or Joint Venture Companies, as applicable; provided, however, that this provision shallnot apply to: (a) any intentional acts or omission, committed without a legal and legitimatebusiness purpose;  (b) the intentional violation of statute, rules or law; or  (c) claims based upon Indemnitee’s obtaining or retaining any personal gain,personal profit or advantage to which Indemnitee is not legally entitled in violationof any applicable law regulating the purchase and sale of securities.
 
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Section 6.*Indemnification for Losses and Expenses of Party Who is Successful*.Notwithstanding any provision of this Agreement, to the extent that Indemnitee has been successfulon the merits or otherwise absolved in any Proceeding on any claim, issue or matter, Indemniteeshall be indemnified against all Losses or Expenses actually and reasonably incurred by Indemnitee oron Indemnitee’s behalf in connection therewith. For purposes of this Section and withoutlimitation, the termination of any such claim, issue or matter by dismissal with or withoutprejudice shall be deemed to be a successful resolution as to such claim, issue or matter.Section 7.*Contribution in the Event of Joint Liability*.(a) Whether or not the indemnification rights provided herein are available, in respect of anythreatened, pending or completed Proceeding in which the Company is jointly liable with Indemnitee(or would be jointly liable if joined in such action, suit or proceeding), the Company shall pay,in the first instance, the entire amount of any judgment or settlement of such Proceeding withoutrequiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishesany right of contribution it may have against Indemnitee. The Company shall not enter into anysettlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee(or would be jointly liable if joined in such action, suit or proceeding) unless such settlementprovides for a full and final release of all claims asserted against Indemnitee.(b) Without diminishing or impairing the obligations of the Company set forth in Section 7(a),if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgmentor settlement in any threatened, pending or completed Proceeding in which the Company is jointlyliable with Indemnitee (or would be jointly liable if joined in such action, suit or proceeding),the Company shall contribute to the amount of Losses or Expenses actually and reasonably incurredand paid or payable by Indemnitee in proportion to the relative benefits received by the Companyand all officers, directors or employees of the Company, other than Indemnitee, who are jointlyliable with him (or would be jointly liable if joined in such action, suit or proceeding), on theone hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose;*provided, however*, that the proportion determined on the basis of relative benefit may, to theextent necessary to conform to law, be further adjusted by reference to the relative fault of theCompany and all officers, directors or employees of the Company, other than Indemnitee, who arejointly liable with Indemnitee (or would be jointly liable if joined in such action, suit orproceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events thatresulted in such Losses or Expenses, as well as any other equitable considerations which the lawmay require to be considered. The relative fault of the Company and all officers, directors oremployees of the Company other than Indemnitee who are jointly liable with him (or would be jointlyliable if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the otherhand, shall be determined by reference to, among other things, the degree to which their actionswere motivated by intent to gain personal profit or advantage, the degree to which their liabilityis primary or secondary, and the degree to which their conduct is active or passive.(c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claimsof contribution which may be brought by officers, directors or employees of the Company who may bejointly liable with Indemnitee.Section 8.*Payment for Expenses of a Witness.*Notwithstanding any other provision ofthis Agreement, to the extent that Indemnitee is, by reason of the fact that Indemnitee is or wasan Officer or Director of the Company, a witness in any Proceeding, the Company agrees to pay toIndemnitee all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf inconnection therewith.
 
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Section 9.*Advancement and Reimbursement of Expenses and Costs*.(a) Expenses actually and reasonably incurred in defending any civil, administrative orcriminal action or Proceeding for which indemnification is required pursuant to this Agreementshall be advanced by the Company as they fall due or are incurred in advance of the finaldisposition of such action or proceeding upon receipt of a written undertaking by or on behalf ofIndemnitee to repay such amount if it shall ultimately be determined that Indemnitee is notentitled to be indemnified pursuant to this Agreement.(b) Except as otherwise provided herein, there shall be no right to advancement andreimbursement with respect to claims, suits or other proceedings brought by Indemnitee against theCompany unless that claim, suit or proceeding was authorized in writing by the Board of Directors.(c) With respect to any such civil, administrative or criminal action or Proceeding as towhich Indemnitee reasonably promptly notifies the Company of the commencement thereof: (i) TheCompany will be entitled to participate therein at its own expense; (ii) except as otherwiseprovided below, to the extent that it may wish, the Company (jointly with any other indemnifyingparty similarly notified) will be entitled to assume the defence thereof, with counsel selected bythe Company. After receipt of notice from the Company to Indemnitee of the Company’s election soto assume the defence thereof, the Company will not be liable to Indemnitee under this Section 9for any Expenses subsequently incurred by Indemnitee in connection with the defence thereof otherthan reasonable costs of investigation or as otherwise provided below. Indemnitee shall have theright to employ his or her own counsel in such civil, administrative or criminal action orProceeding, but the fees and expenses of such counsel incurred after notice from the Company of itsassumption of the defence thereof shall be at the expense of Indemnitee unless (x) the employmentof counsel by Indemnitee has been authorized by the Company, (y) Indemnitee shall have reasonablyconcluded that there is a conflict of interest between the Company and Indemnitee in the conduct ofthe defence of such action, or (z) the Company shall not in fact have employed counsel to assumethe defence of such action, in each of which cases the fees and expenses of counsel employed byIndemnitee shall be subject to indemnification pursuant to the terms of this Section 9. TheCompany shall not be entitled to assume the defence of any civil, administrative or criminal actionor Proceeding brought in the name of or on behalf of the Company or as to which Indemnitee shallhave made the conclusion provided for in clause (y) above. The Company shall not be liable toindemnify Indemnitee for any amounts paid in the settlement of any civil, administrative orcriminal action, claim or Proceeding effected without the Company’s written consent, nor shall theCompany be liable to indemnify Indemnitee for any amounts paid by such person without the notice tothe Company being given as set forth above in this subsection (c). The Company shall not settleany civil, administrative or criminal action, claim or Proceeding in any manner that would imposeany limitation or non-Indemnified penalty on Indemnitee without Indemnitee’s written consent, whichconsent shall not be unreasonably withheld.Section 10.*Procedure for Determination of Entitlement to Indemnification.*(a) When seeking indemnification under this Agreement (including, but not limited to, theadvancement of expenses pursuant to Section 9 hereof and contribution by the Company), Indemniteeshall submit a written request for indemnification to the Company. Such request shall includedocumentation or information which is reasonably necessary for the Company to make a determinationof Indemnitee’s entitlement to indemnification hereunder and which is reasonably available toIndemnitee. The Secretary of the Company shall, promptly upon receipt of Indemnitee’s request forindemnification, advise the Board that Indemnitee has made such request for indemnification.
 
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(b) The entitlement of Indemniteeto indemnification under this Agreement in respect of anypending, contemplated or threatened Proceeding shall be determined in the specific case byone of the following three methods, which shall be at the election of the Board of Directors(i) the Board of Directors by a majority vote of the Disinterested Directors, whether or not theyconstitute a quorum of the Board of Directors, or (ii) by a committee of Disinterested Directorsdesignated by a majority vote of such directors, even though less than a quorum, or (iii) if thereare no such Disinterested Directors or if a quorum of Disinterested Directors so directs, byIndependent Legal Counsel in a written opinion delivered to the Board of Directors and Indemnitee,subject to review by the full Board in the event Indemnitee is dissatisfied with such opinion, thesaid review and decision to be completed within sixty (60) days after Independent Legal Counselfurnishes his or her opinion.(c) In the event the determination of entitlement is to be made by Independent Legal Counsel,such Independent Legal Counsel shall be retained by the Board within thirty (30) days after noticeof any civil, administrative or criminal action, claim or Proceeding for which indemnificationpursuant to this Agreement is requested is submitted for consideration by Indemnitee.(d) If the determination made pursuant to Section 10(b) is that Indemnitee is not entitled toindemnification to the full extent of Indemnitee’s request, Indemnitee shall have the right to seekentitlement to indemnification in accordance with the procedures set forth in Section 11 hereof.(e) If the person or persons empowered pursuant to Section 10(b) hereof to make adetermination with respect to entitlement to indemnification shall have failed to make therequested determination within sixty (60) days after receipt by the Company of such request, therequisite determination of entitlement to indemnification shall, to the extent not in violation ofapplicable law, be deemed to have been made and Indemnitee shall be absolutely entitled to suchindemnification, absent (i) fraud or misrepresentation by Indemnitee of a material fact in therequest for indemnification or (ii) a final judicial determination that all or any part of suchindemnification is expressly prohibited by law.(f) The termination of any Proceeding by judgment, order, settlement or conviction, or upon aplea of nolocontendere or its equivalent, shall not, of itself, adversely affectthe rights of Indemnitee to indemnification hereunder except as may be specifically provided hereinor by applicable law.(g) For purposes of any determination of good faith hereunder, Indemnitee shall be deemed tohave acted in good faith if in taking such action Indemnitee relied on the records or books ofaccount of the Company, an Affiliate or a Joint Venture Company, including financial statements, oron information supplied to Indemnitee by the officers of the Company, an Affiliate or a JointVenture Company in the course of their duties, or on the advice of legal counsel for the Company,an Affiliate or a Joint Venture Company, or on information or records given or reports made to theCompany, an Affiliate or a Joint Venture Company by an independent certified public accountant orby an appraiser or other expert selected with reasonable care by the Company, an Affiliate or aJoint Venture Company. The Company shall have the burden of establishing the absence of good faithby clear and convincing evidence. The provisions of this Section 10(g) shall not be deemed to beexclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to havemet the applicable standard of conduct set forth in this Agreement.(h) The knowledge and/or actions, or failure to act, of any director, officer, agent oremployee of the Company, an Affiliate or a Joint Venture Company shall not, to the extent not inviolation of applicable law, be imputed to Indemnitee for purposes of determining the right toindemnification under this Agreement.
 
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Section 11.*Dispute Resolution.*(a) Any controversy or claim arising out of or relating to this Agreement, including anydisputes in respect of Indemnitee’s entitlement to indemnification hereunder, shall be settled byarbitration administered by the American Arbitration Association under its Commercial ArbitrationRules, to be convened in Houston, Texas, and judgment on the award rendered by the arbitrator(s)may be entered in any court having jurisdiction thereof. Any arbitration pursuant to thissubsection (a), upon the request of any party, and if otherwise permitted, may be joined with anyarbitration proceeding pending in Houston, Texas arising out of or relating to any insurancepolicy, or the breach thereof, which policy may provide coverage for the claims asserted under thisAgreement.(b) In any legal proceeding brought by Indemnitee to vindicate his or her rights hereunder: (i) the burden shall be upon the Company to establish thatIndemnitee is not entitled to indemnification and the advancement and paymentof defence costs and expenses; and  (ii) in the event that the Company is found to have breached itsobligations to Indemnitee, as provided in this Agreement, Indemnitee will beentitled to recover all reasonable attorneys’ fees, costs and expenses incurredin vindicating those rights.  (iii) The Company and Indemnitee agree that they shall be precludedfrom asserting that the procedures and presumptions of this Agreement are notvalid, binding and enforceable. The Company and Indemnitee further agree tostipulate in any such court that the Company and Indemnitee are bound by all ofthe provisions of this Agreement and are precluded from making any assertion tothe contrary.Section 12.*Allocation Where Claims Include Identifiable and Non-IdentifiableElements.*In the event that a claim is asserted against Indemnitee, which includes both anIndemnified Claim and a claim for which Indemnitee is not entitled to indemnification hereunder,the Company shall provide a defence to both the Indemnified Claim and non-indemnified portions ofthe claim, and shall indemnify fully for the covered portion of the claim. At the conclusion ofany Proceeding that adjudicates the matter, an allocation shall be made as between the IndemnifiedClaim and the non-indemnified portion of the claim. Allocation to Indemnitee for the non-coveredportion of the loss is permitted only when and to the extent that Indemnitee’s non-covered acts andomissions increased the defence costs and the amount paid to resolve the claim, whether insettlement or after trial. Indemnitee shall not be liable to the Company for acts, defaults oromissions of any other Person.Section 13.*Defense of Claim by Company*. Notwithstanding any provisions to thecontrary set forth herein, promptly after receipt by Indemnitee of notice of any claim or thecommencement of any Proceeding, Indemnitee will, if a claim for indemnity in respect thereof is tobe made against the Company under this Agreement, notify the Company of the commencement thereof;but the omission to so notify the Company will not relieve it from any liability which it may haveto Indemnitee under this Agreement or otherwise unless and only to the extent that such omissionmaterially prejudices the Company.Section 14.*Non-Exclusivity*. The rights of indemnification and to receive advancesas provided by this Agreement shall not be deemed exclusive of any other rights to which Indemniteemay at any time be entitled under or by reason of applicable law, any provision of the Company’sCharter, any agreement, any vote of shareholders or any resolution of the Board of Directors orotherwise.
 
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Section 15.*Duration of Agreement.*All agreements and obligations of the Companycontained herein shall continue during the period Indemnitee is an Officer or Director of theCompany and shall continue thereafter so long as Indemnitee may be or become subject to anyProceeding (or any Proceeding commenced under Section 11 hereof) by reason of his status as anOfficer or Director of the Company, whether or not he is acting or serving in such capacity at thetime any liability or expense is incurred for which indemnification can be provided under thisAgreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable bythe parties hereto and their respective successors (including any direct or indirect successor bypurchase, merger, consolidation or otherwise to all or substantially all of the business or assetsof the Company), assigns, spouses, heirs, devisee, executors, administrators or other personal andlegal representatives.Section 16.*Insurance*.(a) Subject to this Section 16, for so long as Indemnitee shall have consented to serve orshall continue to serve as an Officer or Director of the Company and thereafter so long asIndemnitee shall be subject to any possible Proceeding (such period being hereinafter referred toas the “*Indemnification Period*”), the Company will use its best reasonable efforts to maintain infull force and effect for the benefit of Indemnitee one or more valid, binding and enforceablepolicies of directors’ and officers’ liability insurance from established and reputable insurersproviding, in all respects, coverage both in scope and amount which is no less favorable than thatpresently provided. It is the intent of the Company that its indemnification obligations hereunderbe satisfied first out of the proceeds of such directors’ and officers’ liability insurancepurchased by the Company but should such insurance not cover the obligation, or should Indemnitee’sobligations triggering such indemnification fall due prior to the time that an insurer is preparedto make payment, then the Company shall satisfy such indemnification obligations from its assets tothe extent that the Company is obligated to do so hereunder, subject to the Indemnified Person’sobligation of repayment set out in Article 9.(b) Notwithstanding subsection (a), the Company shall not be required to maintain saidpolicies if such insurance is not reasonably available or if it is in good faith determined by theBoard either that: (i) the premium cost of maintaining such insurance is substantiallydisproportionate to the amount of coverage provided thereunder and the premiumspaid by other corporations similarly situated; or  (ii) the protection provided by such insurance is so limited byexclusions that there is insufficient benefit to warrant the cost ofmaintaining such insurance.To the extent that, and for so long as, the Company shall choose to continue to maintain anypolicies of directors’ and officers’ liability insurance providing coverage for then servingOfficers or Directors of the Company during the Indemnification Period, the Company shall maintainsimilar and equivalent insurance coverage, under the Company’s directors and officers insurancecoverage, for the benefit of all Indemnified Persons (as such term is defined in the Charter)during the Indemnification Period. The Board of Directors of the Company will, from time to time,in good faith review any decision not to maintain directors’ and officers’ liability insurance andwill purchase such insurance at any time that the conditions set forth in paragraphs (a) or (b),above, cease to apply. Indemnitee, at his or her request, shall promptly be provided with a copyof any insurance policy providing them with the coverage referred to in this Article.
 
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Section 17.*Security*. To the extent requested by Indemnitee and approved by amajority of the Disinterested Directors, the Company may at any time and from time to time providesecurity to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line ofcredit, funded trust or other collateral.Section 18.*Exceptions*. Any other provision herein to the contrary notwithstanding,the Company shall not be obligated pursuant to the terms of this Agreement:(a) *Claims Initiated by Indemnitee*. To indemnify or advance expenses to Indemnitee withrespect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way ofdefense, except with respect to proceedings brought to establish or enforce a right toindemnification under this Agreement or any applicable statute or law, but such indemnification oradvancement of expenses may be provided by the Company in specific cases if the Board of Directorshas approved the initiation or bringing of such suit; or(b) *Lack of Good Faith*. To indemnify Indemnitee for any expenses incurred by Indemnitee withrespect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if acourt of competent jurisdiction determines that the material assertions made by Indemnitee in suchproceeding were not made in good faith or were frivolous; or(c) *Insured Claims*. To indemnify Indemnitee for expenses or liabilities of any typewhatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, andamounts paid in settlement) which have been paid directly to Indemnitee by an insurance carrierunder a policy of officers’ and directors’ liability insurance maintained by the Company, exceptwith respect to any excess beyond the amount paid under any insurance policy; or(d) *Claims Under Section **16(b)**.*To indemnify Indemnitee for expenses and the payment ofprofits arising from the purchase and sale by Indemnitee of securities in violation of Section16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.Section 19.*Severability*. In the event that this Agreement, or any portion of it, isdeclared to be void or otherwise unenforceable, the validity of the remaining portions orprovisions of this Agreement shall not be affected thereby, and the void or otherwise unenforceableportions of the Agreement shall be redrafted to conform with applicable law, while leaving theremaining portions of this Agreement intact.Section 20.*Counterparts*. This Agreement may be executed in several counterparts,each of which shall be deemed an original, but all of which together shall constitute one and thesame document.Section 21.*Headings*. Section headings are for convenience only and do not controlor affect meaning or interpretation of any terms or provisions of this Agreement.Section 22.*Modification and Waiver*. No supplement, modification or amendment ofthis Agreement shall be binding unless executed in writing by each of the parties hereto. Nowaiver of any one or more of the provisions of this Agreement shall be deemed or shall constitute awaiver of any other provision hereof.Section 23.*No Duplicative Payment*. The Company shall not be liable under thisAgreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extentthat Indemnitee has otherwise actually received such payment (net of Expenses incurred incollecting such payment) under this Agreement, any insurance policy, contract, agreement orotherwise.
 
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Section 25.*Notices*. All notices, requests, demands and other communicationsprovided for by this Agreement shall be in writing and shall be deemed to have been given (i) threedays from the post date when mailed in a registered or certified postpaid envelope in any generalor branch office of the United States Postal Service; (ii) one day from the date sent if sent byFederal Express or other similar overnight courier service, addressed to the address of the partiesstated below or to such changed address as such party may have fixed by notice or (iii) immediatelyif given by hand delivery. (a) If to Indemnitee, to the address appearing on the signature page hereof.  (b) If to the Company, to:AEI