(INCLUDING EDWARDS).
8.
INDEMNIFICATION.
THE COMPANY AGREES TO
INDEMNIFY AND HOLD HARMLESS ADVISOR AND ITS EMPLOYEES, OFFICERS, MANAGERS,
MEMBERS, AFFILIATES, AGENTS AND REPRESENTATIVES
3
(INCLUDING EDWARDS) AGAINST AND FROM ANY AND ALL LOSS, LIABILITY, SUITS, CLAIMS,
COSTS, DAMAGES AND EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING FROM OR RELATED
TO THE PERFORMANCE OF SERVICES HEREUNDER, EXCEPT AS A RESULT OF ADVISOR'S GROSS
NEGLIGENCE OR INTENTIONAL WRONGDOING OR THE GROSS NEGLIGENCE OR INTENTIONAL
WRONGDOING OF ANY OF ITS EMPLOYEES, OFFICERS, MANAGERS, MEMBERS, AFFILIATES,
AGENTS AND REPRESENTATIVES (INCLUDING EDWARDS).
9.
TAX RETURNS.
THE COMPANY AND ADVISOR
SHALL FILE ALL TAX RETURNS AND REPORTS REQUIRED TO BE FILED BY THEM ON THE BASIS
THAT ADVISOR IS AN INDEPENDENT CONTRACTOR, RATHER THAN AN EMPLOYEE, AS DEFINED
IN TREASURY REGULATION §31.3121(D)-1(C)(2).
10.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE COMPANY AND ITS
AFFILIATES, SUCCESSORS AND ASSIGNS AND SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF ADVISOR AND ITS LEGAL REPRESENTATIVES AND ASSIGNS; PROVIDED THAT IN
NO EVENT SHALL ADVISOR'S OBLIGATIONS TO PERFORM FUTURE SERVICES FOR THE COMPANY
BE DELEGATED OR TRANSFERRED BY ADVISOR, NOR SHALL ADVISOR ASSIGN THIS AGREEMENT
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
11.
MODIFICATION OR WAIVER.
NO AMENDMENT,
MODIFICATION OR WAIVER OF THIS AGREEMENT SHALL BE BINDING OR EFFECTIVE FOR ANY
PURPOSE UNLESS IT IS MADE IN A WRITING SIGNED BY THE PARTY AGAINST WHOM
ENFORCEMENT OF SUCH AMENDMENT, MODIFICATION OR WAIVER IS SOUGHT.
NO COURSE OF
DEALING BETWEEN THE PARTIES TO THIS AGREEMENT SHALL BE DEEMED TO AFFECT OR TO
MODIFY, AMEND OR DISCHARGE ANY PROVISION OR TERM OF THIS AGREEMENT.
NO DELAY ON
THE PART OF THE COMPANY OR ADVISOR IN THE EXERCISE OF ANY OF THEIR RESPECTIVE
RIGHTS OR REMEDIES SHALL OPERATE AS A WAIVER THEREOF, AND NO SINGLE OR PARTIAL
EXERCISE BY THE COMPANY OR ADVISOR OF ANY SUCH RIGHT OR REMEDY SHALL PRECLUDE
OTHER OR FURTHER EXERCISES THEREOF.
A WAIVER OF RIGHT OR REMEDY ON ANY ONE
OCCASION SHALL NOT BE CONSTRUED AS A BAR TO OR WAIVER OF ANY SUCH RIGHT OR
REMEDY ON ANY OTHER OCCASION.
12.
TERMINATION.
(A)
THIS AGREEMENT MAY BE TERMINATED BY THE
COMPANY (I) IF ADVISOR (INCLUDING, BUT NOT LIMITED TO, EDWARDS) (A) WITHOUT
REASONABLE CAUSE, REFUSES TO ATTEND TO THE PERFORMANCE OF THE ADVISORY SERVICES,
(B) IS UNABLE PROPERLY TO PERFORM THE ADVISORY SERVICES THROUGH ILLNESS OR ANY
OTHER CAUSE FOR A PERIOD OR PERIODS EXCEEDING THREE MONTHS IN ANY CALENDAR YEAR
OR FOR ANY PERIOD OF THREE CONSECUTIVE CALENDAR MONTHS, OR (C) DO ANY ACT OR
FAIL TO DO ANY ACT WHICH RESULTS IN AN INDICTMENT FOR OR CONVICTION OF A FELONY
OR SIMILARLY SERIOUS OFFENSE; OR (II) UPON THE WRITTEN AGREEMENT OF ADVISOR.
(B)
THIS AGREEMENT MAY BE TERMINATED BY ADVISOR
(I) UPON THE WRITTEN AGREEMENT OF THE COMPANY; OR (II) IF THE COMPANY IS IN
MATERIAL BREACH OF ITS OBLIGATIONS HEREUNDER.
13.
GOVERNING LAW.
ALL ISSUES AND QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION