UNLAWFUL.
THE TERMINATION OF ANY ACTION, SUIT OR
PROCEEDING BY JUDGMENT, ORDER, SETTLEMENT, CONVICTION, OR UPON A PLEA OF NOLO
CONTENDERE OR ITS EQUIVALENT, SHALL NOT, OF ITSELF, CREATE A PRESUMPTION THAT
THE INDEMNIFIED PERSON DID NOT ACT IN GOOD FAITH AND IN A MANNER WHICH HE
REASONABLY BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF THE TRUST,
AND, WITH RESPECT TO ANY CRIMINAL ACTION OR PROCEEDING, HAD REASONABLE CAUSE TO
BELIEVE THAT HIS CONDUCT WAS UNLAWFUL.
(B)
THE SPONSOR SHALL INDEMNIFY, TO THE FULL
EXTENT PERMITTED BY LAW, ANY INDEMNIFIED PERSON WHO WAS OR IS A PARTY OR IS
THREATENED TO BE MADE A PARTY TO ANY THREATENED, PENDING OR COMPLETED ACTION OR
SUIT BY OR IN THE RIGHT OF THE TRUST TO PROCURE A JUDGMENT IN ITS FAVOR ARISING
OUT OF OR IN CONNECTION WITH THE ACCEPTANCE OR ADMINISTRATION OF THIS
DECLARATION BY REASON OF THE FACT THAT HE IS OR WAS AN INDEMNIFIED PERSON
AGAINST EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ACTUALLY
AND REASONABLY INCURRED BY HIM IN CONNECTION WITH THE DEFENSE OR SETTLEMENT OF
SUCH ACTION OR SUIT IF HE ACTED IN GOOD FAITH AND IN A MANNER HE REASONABLY
BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF THE TRUST; PROVIDED,
HOWEVER, THAT NO SUCH INDEMNIFICATION SHALL BE MADE IN RESPECT OF ANY CLAIM,
ISSUE OR MATTER AS TO WHICH SUCH INDEMNIFIED PERSON SHALL HAVE BEEN ADJUDGED TO
BE LIABLE TO THE TRUST UNLESS AND ONLY TO THE EXTENT THAT THE COURT IN WHICH
SUCH ACTION OR SUIT WAS BROUGHT SHALL DETERMINE UPON APPLICATION THAT, DESPITE
THE ADJUDICATION OF LIABILITY BUT IN VIEW OF ALL THE CIRCUMSTANCES OF THE CASE,
SUCH PERSON IS FAIRLY AND REASONABLY ENTITLED TO INDEMNITY FOR SUCH EXPENSES
WHICH SUCH COURT SHALL DEEM PROPER.
(C)
TO THE EXTENT THAT AN INDEMNIFIED PERSON
SHALL BE SUCCESSFUL ON THE MERITS OR OTHERWISE (INCLUDING DISMISSAL OF AN ACTION
WITHOUT PREJUDICE OR THE SETTLEMENT OF AN ACTION WITHOUT ADMISSION OF LIABILITY)
IN DEFENSE OF ANY ACTION, SUIT OR PROCEEDING REFERRED TO IN PARAGRAPHS (A) AND
(B) OF THIS SECTION 9.4, OR IN DEFENSE OF ANY CLAIM, ISSUE OR MATTER THEREIN, HE
SHALL BE INDEMNIFIED, TO THE FULL EXTENT PERMITTED BY LAW, AGAINST EXPENSES
(INCLUDING ATTORNEYS' FEES AND EXPENSES) ACTUALLY AND REASONABLY INCURRED BY HIM
IN CONNECTION THEREWITH.
(D)
ANY INDEMNIFICATION OF AN ADMINISTRATOR
UNDER PARAGRAPHS (A) AND (B) OF THIS SECTION 9.4 (UNLESS ORDERED BY A COURT)
SHALL BE MADE BY THE SPONSOR ONLY AS AUTHORIZED IN THE SPECIFIC CASE UPON A
DETERMINATION THAT INDEMNIFICATION OF THE INDEMNIFIED PERSON IS PROPER IN THE
CIRCUMSTANCES BECAUSE HE HAS MET THE APPLICABLE STANDARD OF CONDUCT SET FORTH IN
PARAGRAPHS (A) AND (B).
SUCH DETERMINATION SHALL BE MADE (I) BY THE
ADMINISTRATORS BY A MAJORITY VOTE OF A QUORUM CONSISTING OF SUCH ADMINISTRATORS
WHO WERE NOT PARTIES TO SUCH ACTION, SUIT OR PROCEEDING, (II) IF SUCH A QUORUM
IS NOT OBTAINABLE, OR, EVEN IF OBTAINABLE, IF A QUORUM OF DISINTERESTED