ACCEPTED WITHOUT REFERENCE TO INDEMNITEE'S
FINANCIAL ABILITY TO MAKE REPAYMENT.
ANY ADVANCES AND UNDERTAKINGS TO REPAY
SHALL BE INTEREST-FREE.
7.
PROCEDURES.
(A)
IN ORDER TO OBTAIN INDEMNIFICATION OR
ADVANCEMENT OF EXPENSES PURSUANT TO THIS AGREEMENT, INDEMNITEE SHALL SUBMIT TO
THE BANK A WRITTEN REQUEST, INCLUDING IN SUCH REQUEST SUCH DOCUMENTATION AND
INFORMATION AS IS REASONABLY AVAILABLE TO INDEMNITEE AND IS REASONABLY NECESSARY
TO DETERMINE WHETHER AND TO WHAT EXTENT INDEMNITEE IS ENTITLED TO
INDEMNIFICATION OR ADVANCEMENT OF EXPENSES.
ANY SUCH INDEMNIFICATION OR
ADVANCEMENT OF EXPENSES SHALL BE MADE PROMPTLY, AND IN ANY EVENT WITHIN 60 DAYS
AFTER RECEIPT BY THE BANK OF THE WRITTEN REQUEST OF INDEMNITEE, SUBJECT TO THE
PROVISIONS OF PARAGRAPH 7(B) AND 7(C) BELOW.
(B)
WITH RESPECT TO REQUESTS UNDER PARAGRAPH 2,
INDEMNIFICATION SHALL BE MADE UNLESS THE BANK DETERMINES THAT INDEMNITEE HAS NOT
MET THE APPLICABLE STANDARD OF CONDUCT SET FORTH IN PARAGRAPH 2.
ANY
DETERMINATION AS TO WHETHER INDEMNITEE HAS MET THE APPLICABLE STANDARD OF
CONDUCT SET FORTH IN PARAGRAPH 2, AND ANY DETERMINATION THAT EXPENSES THAT HAVE
BEEN
5
ADVANCED PURSUANT TO PARAGRAPH 6 MUST BE SUBSEQUENTLY REPAID TO THE BANK, SHALL
BE MADE IN EACH INSTANCE (I) IF THERE ARE TWO OR MORE DISINTERESTED DIRECTORS,
BY THE BOARD OF DIRECTORS BY A MAJORITY VOTE OF ALL THE DISINTERESTED DIRECTORS,
A MAJORITY OF WHOM SHALL FOR SUCH PURPOSE CONSTITUTE A QUORUM, OR BY A MAJORITY
OF THE MEMBERS OF A COMMITTEE OF TWO OR MORE DISINTERESTED DIRECTORS APPOINTED
BY SUCH VOTE; (II) BY SPECIAL LEGAL COUNSEL (A) SELECTED IN THE MANNER
PRESCRIBED IN CLAUSE (I), OR (B) IF THERE ARE FEWER THAN TWO DISINTERESTED
DIRECTORS, SELECTED BY BOARD OF DIRECTORS, IN WHICH SELECTION DIRECTORS WHO DO
NOT QUALIFY AS DISINTERESTED DIRECTORS MAY PARTICIPATE OR (III) BY THE
SHAREHOLDERS OF THE BANK (BUT SHARES OWNED BY OR VOTED UNDER THE CONTROL OF A
DIRECTOR WHO AT THE TIME DOES NOT QUALIFY AS A DISINTERESTED DIRECTOR MAY NOT BE
VOTED ON THE DETERMINATION).
ANY SUCH DETERMINATION SHALL BE MADE WITHIN THE
60-DAY PERIOD REFERRED TO IN PARAGRAPH 7(A) (UNLESS EXTENDED BY MUTUAL AGREEMENT
BY THE BANK AND INDEMNITEE).
FOR THE PURPOSE OF THE FOREGOING DETERMINATION
WITH RESPECT TO REQUESTS UNDER PARAGRAPH 2 OR REPAYMENT OF ADVANCED EXPENSES,
THE INDEMNITEE SHALL BE ENTITLED TO A PRESUMPTION THAT HE OR SHE HAS MET THE
APPLICABLE STANDARD OF CONDUCT SET FORTH IN PARAGRAPH 2.
THE BANK ACKNOWLEDGES
THAT THE INDEMNITEE MAY SETTLE A PROCEEDING IN ORDER TO AVOID EXPENSE, DELAY,
DISTRACTION, DISRUPTION AND UNCERTAINTY AND THAT, THEREFORE, ANY SUCH SETTLEMENT
(WITH OR WITHOUT PAYMENT OF MONEY OR OTHER CONSIDERATION) SHALL NOT IN AND OF
ITSELF OVERCOME THE PRESUMPTION SET FORTH ABOVE.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
SET FORTH IN THIS AGREEMENT, IF A REQUEST FOR INDEMNIFICATION PURSUANT TO
PARAGRAPH 2 IS MADE AFTER A CHANGE OF CONTROL, AT THE ELECTION OF THE INDEMNITEE
MADE IN WRITING TO THE BANK, ANY DETERMINATION MADE PURSUANT TO PARAGRAPH 7(B)
ABOVE AS TO WHETHER THE INDEMNITEE HAS MET THE APPLICABLE STANDARD