Common use of Advance Payment of Expenses; Notification and Defense of Claim Clause in Contracts

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ ' fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s 's request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such action, suit or proceeding at Indemnitee’s 's expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s 's corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty (20) five business days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of this Agreement, the Certificate of Incorporation, or the Bylaws, and (y) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of expenses (or portion thereof) which remains unspent at the final disposition of the claim to which the advance related. (b) Promptly Promptly, and in any event within twenty business days, after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company promptly and in any event within twenty business days of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do soso within twenty business days after the Company’s receipt of the notice of the commencement of an action, suit or proceeding provided by Indemnitee to the Company pursuant to Section 4(b) above. After delivery of such notice, approval of such counsel by Indemnitee (which approval will not be unreasonably withheld) and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany or counsel has been employed by Indemnitee to advise and assist Indemnitee in connection with preparation for or participation in any SEC interviews or depositions, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingproceeding (or fails to diligently conduct such defense), then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s current, future or former corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to or may otherwise in the future serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewiththerewith (including, without limitation, fees and expenses of counsel employed by Indemnitee to advise and assist Indemnitee in connection with preparation for or participation in any SEC interviews or depositions).

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) a. Expenses (including attorneys’ fees) incurred by Indemnitee or on Indemnitee’s behalf in defending a threatened or pending civil, criminal, administrative or investigative any action, suit or proceeding by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, limited liability company or other enterprise) or in connection with an enforcement action pursuant to Section 4(b) shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty ten (2010) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, if it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this the Act, the Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. For the avoidance of doubt, advances shall include, without limitation, any and all expenses incurred pursuing an action to enforce this right of advancement. (b) b. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceeding, or of Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit hereunder or proceeding as a result of such failureotherwise. (c) c. In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, proceeding as provided in this the Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, proceeding with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee Xxxxxxxxxx and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this the Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee Xxxxxxxxxx has been previously authorized in writing by the CorporationCompany, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this the Agreement. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) d. Notwithstanding any other provision of this the Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan plan, limited liability company or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including including, without limitation, attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ ' fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty (20) five business days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of this Agreement, the Certificate of Incorporation, or the Bylaws, and (y) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of expenses (or portion thereof) which remains unspent at the final disposition of the claim to which the advance related. (b) Promptly Promptly, and in any event within twenty business days, after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company promptly and in any event within twenty business days of the commencement of the action, suit or proceeding, or Indemnitee’s 's request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do soso within twenty business days after the Company's receipt of the notice of the commencement of an action, suit or proceeding provided by Indemnitee to the Company pursuant to Section 4(b) above. After delivery of such notice, approval of such counsel by Indemnitee (which approval will not be unreasonably withheld) and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such action, suit or proceeding at Indemnitee’s 's expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany or counsel has been employed by Indemnitee to advise and assist Indemnitee in connection with preparation for or participation in any SEC interviews or depositions, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingproceeding (or fails to diligently conduct such defense), then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s 's current, future or former corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to or may otherwise in the future serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewiththerewith (including, without limitation, fees and expenses of counsel employed by Indemnitee to advise and assist Indemnitee in connection with preparation for or participation in any SEC interviews or depositions).

Advance Payment of Expenses; Notification and Defense of Claim. (a) In the event that the Corporation does not assume the defense pursuant to Section 5(c) of any Proceeding of which the Corporation receives notice under this Agreement, any Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened Proceeding, or pending civilin connection with an enforcement action pursuant to Section 6(b), criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation to Indemnitee in advance of the final disposition of such action, suit or proceeding within Proceeding as soon as practicable but in any event no later than twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Notwithstanding the foregoing, the obligation of the Corporation to advance Expenses pursuant to this Section 5, its Certificate of Incorporation, its Bylaws or otherwise, shall be subject to the condition that, if, when and to the extent that the Corporation determines that Indemnitee would not be permitted to be indemnified under applicable law, the Corporation shall be reimbursed within sixty (60) days of such determination, by Indemnitee (who hereby agrees to reimburse the Corporation) for such amounts previously paid by the Corporation pursuant to this Section 5; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Corporation for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceedingProceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding Proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses Expenses of Indemnitee with respect to an action, suit or proceeding, a Proceeding as provided in this Agreement, its Certificate of Incorporation, its Bylaws or otherwise, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceedingProceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingProceeding, provided that (1i) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding Proceeding at Indemnitee’s expense and (2ii) if (i1) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii2) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense, (3) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel or (iii4) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingProceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii2) aboveof the proviso in the immediately preceding sentence. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise Other Enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding Proceeding at a time when Indemnitee is not a party in the action, suit or proceedingProceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ ' fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s 's request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such action, suit or proceeding at Indemnitee’s 's expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s 's corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened Proceeding, or pending civilin connection with an enforcement action pursuant to Section 5(b), criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding Proceeding within twenty thirty (2030) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceedingProceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding Proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses Expenses of Indemnitee with respect to an action, suit or proceedinga Proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceedingProceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingProceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding Proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingProceeding, then the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. Notwithstanding the foregoing, in the case of clause (iii) of the preceding sentence, Indemnitee acknowledges that, in connection with any one such Proceeding involving at least one other party to whom the Company owes obligations identical or similar to those owed to Indemnitee under this Agreement, or separate but substantially similar Proceedings arising out of the same general allegations and involving at least one other party to whom the Company owes obligations identical or similar to those owed to Indemnitee under this Agreement, the Company will not be liable for the Expenses of more than one separate firm of attorneys (in addition to any local counsel necessary for the representation). The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to Holdco, the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of Holdco or the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding Proceeding at a time when Indemnitee is not a party in the action, suit or proceedingProceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) a. Expenses (including attorneys’ fees) incurred by Indemnitee or on Indemnitee’s behalf in defending a threatened or pending civil, criminal, administrative or investigative any action, suit or proceeding by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, limited liability company or other enterprise) or in connection with an enforcement action pursuant to Section 4(b) shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty ten (2010) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, if it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this the Act, the Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. For the avoidance of doubt, advances shall include, without limitation, any and all expenses incurred pursuing an action to enforce this right of advancement. (b) b. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceeding, or of Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit hereunder or proceeding as a result of such failureotherwise. (c) c. In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, proceeding as provided in this the Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, proceeding with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this the Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this the Agreement. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) d. Notwithstanding any other provision of this the Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan plan, limited liability company or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including including, without limitation, attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civilproceeding, criminalor in connection with an enforcement action pursuant to Section 5(b) or Section 7(b), administrative or investigative action, suit or proceeding shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly Within thirty (30) days after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure timely to promptly notify the Corporation Company of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or any proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that that: (1i) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and expense; and (2ii) if (iA) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (iiB) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iiiC) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then (in each case) the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (iiB) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ ' fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee Xxxxxxxxxx has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civilproceeding, criminalor in connection with an enforcement action pursuant to Section 5(b) or Section 7(b), administrative or investigative action, suit or proceeding shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly Within thirty (30) days after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly timely notify the Corporation Company of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or any proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that that: (1i) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and expense; and (2ii) if (iA) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (iiB) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iiiC) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then (in each case) the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (iiB) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 4(b), shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding. The Company shall pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending any proceeding in advance of its final disposition provided that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be not opposed to the best interests of the Company or had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The initial determination of whether any advance of expenses under this Section 3(a) is permissible shall be made, at the election of the Indemnitee, (i) by a majority vote of the disinterested directors not parties to such proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) by independent legal counsel selected by Indemnitee with reasonable approval of a majority of the disinterested directors not parties to such proceeding or an officer duly authorized by the Board of Directors (such approval to be limited to such legal counsel’s independence), or (iv) by the stockholders. The reasonable fees and expenses of any special legal counsel engaged to determine the permissibility of advance of expenses shall be borne by the Company. The payment of expenses incurred by an Indemnitee in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking from such Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Section 3(a) or otherwise. Expenses authorized under this Section 3(a) shall be paid within twenty thirty (2030) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civilProceeding, criminalor in connection with an enforcement action pursuant to Section 5(b), administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding Proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is did not entitled to be indemnified by meet the Corporation as authorized by this Agreement or otherwisestandard of conduct described in Section 1(b). Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceedingProceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding Proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceedinga Proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceedingProceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingProceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding Proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingProceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii2)(ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding Proceeding at a time when Indemnitee is not a party in the action, suit or proceedingProceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) i. Expenses (including attorneys’ fees) incurred by Indemnitee the Covered Person in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 18(e)(ii), shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation Company of (ix) a statement or statements from Indemnitee the Covered Person requesting such advance or advances from time to time, with a copy of the bxxx for the related expenses, and (iiy) an undertaking by or on behalf of Indemnitee the Covered Person to repay all such amount or amountsamounts advanced, only if, and to the extent that, it shall should ultimately be determined that Indemnitee the Covered Person is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee the Covered Person to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of ii. If the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee the Covered Person with respect to an action, suit or proceeding, as provided in this AgreementSection 18, the CorporationCompany, if appropriate, shall be entitled to may assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do soCovered Person. After delivery of such notice, approval of such counsel by Indemnitee the Covered Person and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee the Covered Person under this Agreement Section 18 for any fees of counsel subsequently incurred by Indemnitee the Covered Person with respect to the same action, suit or proceeding, provided that (1) Indemnitee the Covered Person shall have the right ability to employ Indemniteethe Covered Person’s own counsel in such action, suit or proceeding (x) at Indemniteethe Covered Person’s expense and upon the prior written consent of the Company, or (2y) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii1) counsel to the Corporation Company or Indemnitee the Covered Person shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee the Covered Person in the conduct of any such defense or (iii2) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then in which case the fees and expenses of Indemniteethe Covered Person’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this AgreementSection 18. The Corporation Company shall not be entitled, without the consent of Indemniteethe Covered Person, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or the Covered Person shall have reasonably made the conclusion provided for in clause (ii1) above. (d) iii. Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee the Covered Person is, by reason of Indemniteethe Covered Person’s corporate status with respect to the Corporation service as a Director, Officer or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee the Covered Person is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against pay or cause to be paid on behalf of the Covered Person against, or shall otherwise cause to be paid, all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee the Covered Person or on Indemniteethe Covered Person’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) To the fullest extent permitted by the laws of the State of Delaware, expenses incurred by Indemnitee in defending a threatened an Action, or pending civilin connection with an enforcement action pursuant to Section 6(b), criminalshall, administrative or investigative actionto the extent not prohibited by law, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding Action (provided such Action was not initiated by Indemnitee) within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time advancement of expenses. By the execution and delivery to timethe Corporation of this Agreement, and (ii) an undertaking by or on behalf of Indemnitee undertakes to repay such amount or amounts, only if, and the amounts advanced to the extent that, that it shall is ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwiseCorporation. Such No other form of undertaking shall be accepted without reference to required other than the financial ability execution of Indemnitee to make such repaymentthis Agreement. Advances shall be unsecured and shall not bear interest-free. Advances of expenses shall include any and all reasonable expenses incurred pursuing an action to enforce this right of advancement, including expenses incurred by or on behalf of Indemnitee in preparing and forwarding statements to the Corporation to support the advances claimed. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingAction, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, Action or Indemnitee’s 's request for indemnificationindemnification or advancement of expenses, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding Action as a result of such failure. (c) In the event If the Corporation shall be obligated to pay the advance expenses of to Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, legal counsel retained by the Corporation, if appropriate, Corporation to represent Indemnitee in connection with such Action shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to IndemniteeIndemnitee and Indemnitee or such counsel shall keep the Corporation reasonably apprised of any developments in the Action, upon and comply with any reasonable request by the delivery Corporation for information relating to Indemnitee of written notice of its election to do sosuch Action. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingAction, provided that (1) Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such action, suit or proceeding Action at Indemnitee’s 's expense and (2) if if: (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, ; (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or positioninterest, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense; or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingAction, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which fact that Indemnitee is or was serving or has agreed to serve at the request as a director of the Corporation, a witness, non-party witness or otherwise participates in any action, suit or proceeding Action at a time when Indemnitee is not a party in the action, suit or proceedingAction, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewiththerewith and shall, in accordance with Section 5(a), advance expenses to Indemnitee.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1i) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2ii) if (i1) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii2) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense, or (iii3) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii2) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an a legally binding and irrevocable undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) The Corporation shall pay Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civilconnection with any Action, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within Action as soon as practicable but in no event later than twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) if required by the DGCL, when the Expenses were incurred by Indemnitee in Indemnitee’s capacity as a current director or officer (and not in any other capacity in which service was, or is, rendered by Indemnitee) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined by final judicial decision from which there is no further right to appeal or seek review that Indemnitee is not entitled to be indemnified for such Expense by the Corporation as authorized by this Indemnification Agreement or otherwise. Such undertaking is not required to be secured and shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances The right to advancement of Expenses as granted by this Indemnification Agreement shall be unsecured and interestenforceable by Indemnitee in any court of competent jurisdiction if the Corporation fails to pay such Expenses, in whole or in part, or fails to respond, within such 20-freeday period. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingAction, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The Provided, however, the failure to promptly notify the Corporation promptly of the commencement of the action, suit or proceeding, Action or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be is obligated to pay the expenses Expenses of Indemnitee with respect to an action, suit or proceedingAction, as provided in this Indemnification Agreement, the Corporation, if appropriate, shall will be entitled to (i) participate therein at its own expense and (ii) assume the defense of such actionAction, suit or proceedingjointly, with any other indemnifying person, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Indemnification Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, Action provided that (1) Indemnitee shall will have the right to employ Indemnitee’s own counsel in such action, suit or proceeding Action at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall will have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense; or (iii) the Corporation shall not, in fact, will not have employed counsel within sixty (60) calendar days of receipt of such notice from Indemnitee to assume the defense of such action, suit or proceedingAction, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Indemnification Agreement. The Corporation shall will not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have or Indemnitee has reasonably made the conclusion provided for described in clause (iic)(2)(ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 4(b), shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding. The Company shall pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending any proceeding in advance of its final disposition provided that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be not opposed to the best interests of the Company or had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The initial determination of whether any advance of expenses under this Section 3(a) is permissible shall be made, at the election of the Indemnitee, (i) by a majority vote of the disinterested directors not parties to such proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) by independent legal counsel selected by Indemnitee with reasonable approval of an officer duly authorized by the Board of Directors (such approval to be limited to such legal counsel’s independence), or (iv) by the stockholders. The reasonable fees and expenses of any special legal counsel engaged to determine the permissibility of advance of expenses shall be borne by the Company. The payment of expenses incurred by an Indemnitee in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking from such Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Section 3(a) or otherwise. Expenses authorized under this Section 3(a) shall be paid within twenty thirty (2030) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including reasonable attorneys’ fees) incurred or reasonably anticipated to be incurred by the Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty (20) 15 days after receipt by the Corporation of (i) a statement or statements from the Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking undertaking, in substantially the form attached hereto as Exhibit A, by or on behalf of the Indemnitee to repay such amount or amounts, only amounts if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwisefor such Expenses. Such undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or the Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to the Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of the Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled (subject to the other provisions of this paragraph) to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same action, suit or proceeding, provided that (regardless of the first sentence of this paragraph) (1) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in such action, suit or proceeding at the Indemnitee’s expense and (2) if (i) the employment of counsel by the Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and the Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have promptly employed counsel to assume and vigorously pursue the defense of such action, suit or proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided in the limited circumstances in which indemnity is prohibited by this Agreement. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that the Indemnitee is, by reason of the Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit suit, investigation or proceeding at a time when the Indemnitee is not a party in the action, suit investigation or proceeding, the Corporation shall indemnify the Indemnitee against all expenses (including reasonable attorneys’ fees) actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith, including in preparation.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ ' fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s 's request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such action, suit or proceeding at Indemnitee’s 's expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee or, in the event of a Change of Control, Indemnitee's counsel, shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or, in the event of a Change in Control, Indemnitee's counsel shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s 's corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) The Corporation shall advance all Expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in defending a threatened connection with the investigation, defense, settlement or pending civil, criminal, administrative appeal of any civil or investigative action, suit or proceeding shall be criminal Proceeding (but not amounts actually paid by the Corporation in advance settlement of the final disposition of any such action, suit or proceeding within twenty (20) days after receipt by the Corporation of (i) a statement or statements from Proceeding). Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee hereby undertakes to repay such amount or amounts, amounts advanced only if, and to the extent that, it shall ultimately be determined by the court hearing the Proceeding that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwisehereby. Such undertaking The advances to be made hereunder shall be accepted without reference paid by the Corporation to Indemnitee within 30 days following receipt of a written request therefor by the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-freeCorporation from the Indemnitee. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if as a claim thereof is condition precedent to his right to be indemnified under this Agreement, give the Corporation notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Corporation hereunder, notify shall be directed to the President of the Corporation at the address indicated in Section 10 of the commencement thereof. The failure to promptly notify this Agreement (or such other address as the Corporation of shall designate in writing to Indemnitee). Notice shall be deemed received three business days after the commencement of date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the actionCorporation. In addition, suit or proceeding, or Indemnitee shall give the Corporation such information and cooperation as it may reasonably require and as shall be within Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failurepower. (c) Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than 30 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Corporation’s Restated Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Corporation within 30 days after a written request for payment thereof has first been received by the Corporation, Indemnitee may, but need not, at any time thereafter bring an action against the Corporation to recover the unpaid amount of the claim and, subject to Section 14 of this Agreement, Indemnitee shall also be entitled to be paid for the reasonable Expenses (including reasonable attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for Expenses incurred in connection with any Proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Corporation to indemnify Indemnitee for the amount claimed. However, Indemnitee shall be entitled to receive interim payments of Expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Corporation contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court hearing the Proceeding to decide, and neither the failure of the Corporation (including its Board of Directors, any committee of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Corporation (including its Board of Directors, any committee of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In all circumstances, unless otherwise required by law, the burden of proving that indemnification is not appropriate will be on the Corporation. (d) In the event the Corporation shall be obligated to pay the expenses Expenses of Indemnitee with respect to an action, suit or proceedinga Proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceedingProceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingProceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding Proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingProceeding, then the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (de) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCorporate Status, a witness or otherwise participates in any action, suit or proceeding Proceeding at a time when Indemnitee is not a party in the action, suit or proceedingProceeding, the Corporation shall indemnify Indemnitee against all expenses Expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civilproceeding, criminalor in connection with an enforcement action pursuant to Section 5(b) or Section 7(b), administrative or investigative action, suit or proceeding shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly Within thirty (30) days after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly timely notify the Corporation Company of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In If the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or any proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that that: (1i) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and expense; and (2ii) if (iA) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (iiB) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iiiC) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then (in each case) the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (iiB) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened Claim, or pending civilin connection with an enforcement action pursuant to Section 5(b), criminal, administrative or investigative action, suit or proceeding shall will be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be is determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall will be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall will be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingClaim, Indemnitee shallwill, if a claim thereof is to be made against the Corporation hereunderCorporation, notify the Corporation of the commencement thereofof the Claim. The failure to promptly notify the Corporation of the commencement of the action, suit or proceedingClaim, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunderunder this Agreement, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding Claim as a result of such failure. (c) In the event the Corporation shall be is obligated to pay the expenses of Indemnitee with respect to an action, suit or proceedingClaim, as provided in this Agreement, the Corporation, if appropriate, shall will be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingClaim, provided that (1i) Indemnitee shall will have the right to employ Indemnitee’s own counsel in such action, suit or proceeding Claim at Indemnitee’s expense and (2ii) if (i1) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii2) counsel to the Corporation or Indemnitee shall have has reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense, or (iii3) the Corporation shall has not, in fact, have employed counsel to assume the defense of such action, suit or proceedingClaim, then the fees and expenses of Indemnitee’s counsel shall will be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall will not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall will have reasonably made the conclusion provided for in clause (ii2) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceedingClaim, the Corporation shall will indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewithwith such Claim.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, amounts only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof for indemnification is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is actually prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment engagement of legal counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed engaged legal counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) reasonably incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 4(b), shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding proceeding. The reasonable fees and expenses of any special legal counsel engaged to determine the permissibility of advance of fees and expenses shall be borne by the Company. Expenses authorized under this Section 3(a) shall be paid within twenty thirty (2030) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to timetime and a reasonably detailed description of the services provided or out-of-pocket expenses paid by Indemnitee, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. The Indemnitee’s entitlement to indemnification hereunder will be determined in one of the following ways: (x) by a majority vote of the disinterested directors, if they constitute a quorum of the Board, or, in the case of an Indemnitee that is not a present or former officer of the Company, by any committee of the Board or committee of officers or agents of the Company designated for such purpose by a majority of the Board of Directors; (y) by a written opinion of independent legal counsel if (1) a change of control has occurred and the Indemnitee so requests or (2) in the case of an Indemnitee that is a present or former officer of the Company, a quorum of the Board consisting of disinterested directors is not obtainable or, even if obtainable, a majority of such disinterested directors so directs; or (z) by the stockholders (but only if a majority of the disinterested directors, if they constitute a quorum of the Board, presents the issue of entitlement to indemnification for their determination). In the event the determination of entitlement to indemnification is to be made by independent counsel pursuant to clause (y) above, a majority of the disinterested directors will select the independent counsel, but only an independent counsel to which the Indemnitee does not reasonably object; provided, however, that if a change of control has occurred, the Indemnitee will select such independent counsel, but only an independent counsel to which the Board does not reasonably object. In any event, if the person or persons empowered to determine the Indemnitee’s eligibility for indemnification has not been appointed or has not made a determination within 60 days after receipt by the Company of the request, together with any required supporting documentation, the Indemnitee will be entitled to such indemnification unless (A) the Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification or in any supporting documentation or (B) such indemnification is prohibited by law. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) In the event that the Corporation does not assume the defense pursuant to Section 5(c) of any Proceeding of which the Corporation receives notice under this Agreement, any Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened Proceeding, or pending civilin connection with an enforcement action pursuant to Section 6(b), criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation to Indemnitee in advance of the final disposition of such action, suit or proceeding within Proceeding as soon as practicable but in any event no later than twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Notwithstanding the foregoing, the obligation of the Corporation to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that the Corporation determines that Indemnitee would not be permitted to be indemnified under applicable law, the Corporation shall be reimbursed within sixty (60) days of such determination, by Indemnitee (who hereby agrees to reimburse the Corporation) for such amounts previously paid by the Corporation pursuant to this Section 5; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Corporation for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceedingProceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding Proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses Expenses of Indemnitee with respect to an action, suit or proceedinga Proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceedingProceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingProceeding, provided that (1i) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding Proceeding at Indemnitee’s expense and (2ii) if (i1) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii2) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense, (3) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel or (iii4) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingProceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense Expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii2) aboveof the proviso in the immediately preceding sentence. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise Other Enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding Proceeding at a time when Indemnitee is not a party in the action, suit or proceedingProceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify reimburse Indemnitee against for all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith, according to the same procedure stated under Section 5 hereof.

Advance Payment of Expenses; Notification and Defense of Claim. To the fullest extent permitted by the law of the State of Delaware: (a) Expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending a threatened or pending civil, criminal, administrative or investigative any action, suit or proceeding or in connection with an enforcement action pursuant to Section 3(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened Claim, or pending civilin connection with an enforcement action pursuant to Section 5(b), criminal, administrative or investigative action, suit or proceeding shall will be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be is determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall will be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall will be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingClaim, Indemnitee shallwill, if a claim thereof is to be made against the Corporation hereunderCorporation, notify the Corporation of the commencement thereofof the Claim. The failure to promptly notify the Corporation of the commencement of the action, suit or proceedingClaim, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunderunder this Agreement, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding Claim as a result of such failure. (c) In the event the Corporation shall be is obligated to pay the expenses of Indemnitee with respect to an action, suit or proceedingClaim, as provided in this Agreement, the Corporation, if appropriate, shall will be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingClaim, provided that (1i) Indemnitee shall will have the right to employ Indemnitee’s own counsel in such action, suit or proceeding Claim at Indemnitee’s expense and (2ii) if (i1) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii2) counsel to the Corporation or Indemnitee shall have has reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense, or (iii3) the Corporation shall has not, in fact, have employed counsel to assume the defense of such action, suit or proceedingClaim, then the fees and expenses of Indemnitee’s counsel shall will be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall will not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall will have reasonably made the conclusion provided for in clause (ii2) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceedingClaim, the Corporation shall will indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewithwith such Claim.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened Proceeding, or pending civilin connection with an enforcement action pursuant to Section 6(b), criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation to Indemnitee in advance of the final disposition of such action, suit or proceeding within Proceeding as soon as practicable but in any event no later than twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceedingProceeding, or Indemnitee’s 's request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding Proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses Expenses of Indemnitee with respect to an action, suit or proceeding, a Proceeding as provided in this Agreement, its Certificate of Incorporation, its Bylaws or otherwise, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceedingProceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingProceeding, provided that (1i) Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such action, suit or proceeding Proceeding at Indemnitee’s 's expense and (2ii) if (i1) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii2) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense, (3) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel or (iii4) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingProceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii2) aboveof the proviso in the immediately preceding sentence. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s 's corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise Other Enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding Proceeding at a time when Indemnitee is not a party in the action, suit or proceedingProceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation in writing of the commencement thereof. The failure to so promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1i) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2ii) if (iA) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (iiB) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iiiC) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s ’ s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) and judgments, fines and amounts paid in settlement that are incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days (or such shorter period as such amount may be required to be paid by any applicable court) after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to as a director, officer, employee or agent of the Corporation or any as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporationserving, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses To the fullest extent permitted by the laws of the State of Delaware, the Corporation shall pay, in advance of the final disposition of any proceeding, expenses (including attorneys’ fees) incurred by Indemnitee (i) in defending a threatened or pending civilproceeding or (ii) in acting as a witness or otherwise participating in any proceeding at a time when Indemnitee is not a party in the proceeding, criminal, administrative by reason of Indemnitee’s current or investigative action, suit or proceeding shall be paid by former corporate status with respect to the Corporation in advance or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving or has agreed to serve at the request of the final disposition of Corporation. (b) The Corporation shall advance payment for such action, suit or proceeding expenses within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking ; provided that the Corporation shall be accepted without reference make advances only to the financial ability of Indemnitee to make such repaymentextent permitted by law. Advances shall be unsecured and interest-free. (bc) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (cd) In the event the Corporation shall be obligated to pay advance the expenses of Indemnitee with respect to an action, suit or a proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) The Corporation shall advance all expenses actually and reasonably incurred by Indemnitee in defending a threatened connection with the investigation, defense, settlement or pending civil, criminal, administrative appeal of any civil or investigative action, suit or proceeding shall be criminal Proceeding referenced in Section 1 hereof (but not amounts actually paid by the Corporation in advance settlement of the final disposition of any such action, suit or proceeding within twenty (20) days after receipt by the Corporation of (i) a statement or statements from Proceeding). Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee hereby undertakes to repay such amount or amounts, amounts advanced only if, and to the extent that, it shall ultimately be determined by the court hearing the Proceeding that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwisehereby. Such undertaking The advances to be made hereunder shall be accepted without reference paid by the Corporation to Indemnitee within 30 days following receipt of a written request therefor by the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-freeCorporation from the Indemnitee. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if as a claim thereof is condition precedent to his right to be indemnified under this Agreement, give the Corporation notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Corporation hereunder, notify shall be directed to the Chief Executive Officer of the Corporation at the address shown on the signature page of the commencement thereof. The failure to promptly notify this Agreement (or such other address as the Corporation of shall designate in writing to Indemnitee). Notice shall be deemed received three business days after the commencement of date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the actionCorporation. In addition, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve Indemnitee shall give the Corporation from any liability that such information and cooperation as it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding reasonably require and as a result of such failureshall be within Indemnitee's power. (c) Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than 30 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Corporation's Restated Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Corporation within 30 days after a written request for payment thereof has first been received by the Corporation, Indemnitee may, but need not, at any time thereafter bring an action against the Corporation to recover the unpaid amount of the claim and, subject to Section 14 of this Agreement, Indemnitee shall also be entitled to be paid for the reasonable expenses (including reasonable attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any Proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Corporation to indemnify Indemnitee for the amount claimed. However, Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Corporation contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court hearing the Proceeding to decide, and neither the failure of the Corporation (including its Board of Directors, any committee of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Corporation (including its Board of Directors, any committee of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. (d) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceedinga Proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceedingProceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingProceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such action, suit or proceeding Proceeding at Indemnitee’s 's expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingProceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (de) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s 's corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding Proceeding at a time when Indemnitee is not a party in the action, suit or proceedingProceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1i) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2ii) if (i1) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii2) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense, or (iii3) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have reasonably made the conclusion provided for in clause (ii2) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, if it shall ultimately be determined that Indemnitee is not entitled to be indemnified for such expenses by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free; provided, however, that for so long as the Corporation is subject to the 1940 Act, any advancement of expenses shall be subject to at least one of the following as a condition of the advancement: (a) Indemnitee shall provide security for such undertaking, (b) the Corporation shall be insured against losses arising by reason of any unlawful advance, or (c) a majority of a quorum consisting of directors of the Corporation who are neither "interested persons" of the Corporation (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s 's request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such action, suit or proceeding at Indemnitee’s 's sole expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s 's corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. To the fullest extent permitted by the law of the State of Delaware: (a) Expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending a threatened or pending civil, criminal, administrative or investigative any action, suit or proceeding or in connection with an enforcement action pursuant to Section 3(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding proceeding, upon receipt by the Corporation of an undertaking by or on behalf of Indemnitee to repay such advance or advances if it shall ultimately be determined that Indemnitee was not entitled thereto, within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time. In the event that Indemnitee shall ultimately be determined by a court of competent jurisdiction not to be entitled to indemnification hereunder, and the Corporation shall, to the extent consistent with the law of the State of Delaware, remain obligated to bear the expenses (iiincluding attorneys’ fees) an undertaking reasonably incurred by or on behalf of Indemnitee to repay in connection with such amount action, suit or amountsproceeding, only ifincluding any appeals, and to the extent that, it shall ultimately be determined provided that Indemnitee is not entitled to be indemnified such expenses were previously incurred by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability on behalf of Indemnitee to make such repayment. Advances shall be unsecured in good faith and interest-freethe Indemnitee’s claim for indemnification was not frivolous. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee (such approval not to be unreasonably withheld) and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) In the event that the Corporation does not assume the defense pursuant to Section 5(c) of any Proceeding of which the Corporation receives notice under this Agreement, any Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened Proceeding, or pending civilin connection with an enforcement action pursuant to Section 6(b), criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation to Indemnitee in advance of the final disposition of such action, suit or proceeding within Proceeding as soon as practicable but in any event no later than twenty (20) days after receipt by the Corporation of of: (i) a statement or statements from Indemnitee requesting such advance or advances from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses; provided, however, that Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would jeopardize the attorney-client privilege); and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Notwithstanding the foregoing, the obligation of the Corporation to advance Expenses pursuant to this Section 5, its Articles of Incorporation, its Bylaws or otherwise, shall be subject to the condition that, if, when and to the extent that the Corporation determines, in accordance with the procedures, indemnification and evidentiary standards, presumptions, burdens of proof and other applicable provisions set forth herein, that Indemnitee would not be permitted to be indemnified under applicable law (including applicable federal or state banking laws or regulations including, without limitation, 12 C.F.R. Part 359 or any successor provisions), the Corporation may terminate further advances of Expenses and shall be reimbursed within sixty (60) days of such determination, by Indemnitee (who hereby agrees to reimburse the Corporation) for such amounts previously paid by the Corporation pursuant to this Section 5; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the Corporation shall continue to advance Expenses as provided herein and Indemnitee shall not be required to reimburse the Corporation for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceedingProceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding Proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses Expenses of Indemnitee with respect to an action, suit or proceeding, a Proceeding as provided in this Agreement, its Articles of Incorporation, its Bylaws or otherwise, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceedingProceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingProceeding, provided that that: (1i) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding Proceeding at Indemnitee’s expense expense; and (2ii) if (i1) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii2) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense, (3) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel or (iii4) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingProceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii2) aboveof the proviso in the immediately preceding sentence. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise Other Enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding Proceeding at a time when Indemnitee is not a party in the action, suit or proceedingProceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) The Corporation shall advance all Expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in defending a threatened connection with the investigation, defense, settlement or pending civilappeal of any civil or criminal Proceeding (but not amounts actually paid in settlement of any such Proceeding). The obligation of the Corporation to advance Expenses pursuant to this Section 4, criminalits Restated Articles of Incorporation, administrative its Bylaws or investigative actionotherwise, suit or proceeding shall be subject to the condition that, if, when and to the extent that the Corporation determines that Indemnitee would not be permitted to be indemnified under applicable law, the Corporation shall be reimbursed within 60 days of such determination, by Indemnitee (who hereby agrees to reimburse the Corporation) for such amounts previously paid by the Corporation pursuant to this Section 4. The advances to be made hereunder shall be paid by the Corporation in advance to Indemnitee within 30 days following receipt of the final disposition of such action, suit or proceeding within twenty (20) days after receipt a written request therefor by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-freeIndemnitee. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if as a claim thereof is condition precedent to his right to be indemnified under this Agreement, give the Corporation notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Corporation hereunder, notify shall be directed to the President of the Corporation at the address indicated in Section 11 of the commencement thereof. The failure to promptly notify this Agreement (or such other address as the Corporation of shall designate in writing to Indemnitee). Notice shall be deemed received three business days after the commencement of date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the actionCorporation. In addition, suit or proceeding, or Indemnitee shall give the Corporation such information and cooperation as it may reasonably require and as shall be within Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failurepower. (c) Any indemnification and advances provided for in Section 1 and this Section 4 shall be made no later than 30 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Corporation’s Restated Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Corporation within 30 days after a written request for payment thereof has first been received by the Corporation, Indemnitee may, but need not, at any time thereafter bring an action against the Corporation to recover the unpaid amount of the claim and, subject to Section 15 of this Agreement, Indemnitee shall also be entitled to be paid for the reasonable Expenses (including reasonable attorneys’ fees) of bringing such action. It shall be a defense to any such action that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Corporation to indemnify Indemnitee for the amount claimed. (d) In the event the Corporation shall be obligated to pay the expenses Expenses of Indemnitee with respect to an action, suit or proceedinga Proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceedingProceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingProceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding Proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense, (iii) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iiiiv) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingProceeding, then the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (de) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCorporate Status, a witness or otherwise participates in any action, suit or proceeding Proceeding at a time when Indemnitee is not a party in the action, suit or proceedingProceeding, the Corporation shall indemnify Indemnitee against all expenses Expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including reasonable attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking undertaking, in substantially the form attached hereto as Exhibit 1, by or on behalf of Indemnitee to repay such amount or amounts, only amounts if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwisefor such Expenses. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit suit, investigation or proceeding at a time when Indemnitee is not a party in the action, suit investigation or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint 3 venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (ai) Expenses (including attorneys’ fees) incurred by Indemnitee a director or officer in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation corporation in advance of the final disposition of such action, suit or proceeding within twenty (20) days after upon receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee the director or officer to repay such amount or amounts, only if, and to the extent that, if it shall ultimately be determined that Indemnitee he or she is not entitled to be indemnified by the Corporation corporation as authorized by in this Agreement or otherwiseSection. Such undertaking shall expenses (including attorneys’ fees) incurred by other employees and agents may be accepted without reference to so paid upon such terms and conditions, if any, as the financial ability Board of Indemnitee to make Directors deems appropriate. Such expenses (including attorneys’ fees) incurred by former directors and officers may be so paid upon such repayment. Advances shall be unsecured terms and interest-freeconditions, if any, as the corporation deems appropriate. (bii) Promptly after receipt by Indemnitee a director, officer, employee or agent of notice of the commencement of any action, suit or proceeding, Indemnitee such person shall, if a claim thereof is to be made against the Corporation corporation hereunder, notify the Corporation corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, corporation will not relieve the Corporation corporation from any liability that it may have to Indemnitee such person hereunder, except to the extent the Corporation corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (ciii) The Board of Directors may authorize the corporation’s counsel to represent a director, officer, employee or agent in any action, suit or proceeding, whether or not the corporation is a party to such action, suit or proceeding. In the event the Corporation corporation shall be obligated to pay the expenses of Indemnitee any person with respect to an action, suit or proceeding, as provided in this AgreementSection 6.10, the Corporationcorporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemniteesuch person, upon the delivery to Indemnitee such person of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee such person and the retention of such counsel by the Corporationcorporation, the Corporation corporation will not be liable to Indemnitee such person under this Agreement Section 6.10 for any fees of counsel subsequently incurred by Indemnitee such person with respect to the same action, suit or proceeding, provided that (1i) Indemnitee the director, officer, employee or agent shall have the right to employ Indemnitee’s own his or her counsel in such action, suit or proceeding at Indemniteesuch person’s expense and (2b) if (i) the employment of counsel by Indemnitee such person has been previously authorized in writing by the Corporationcorporation, (ii) counsel to the Corporation director, officer, employee or Indemnitee agent shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, position on any significant issue between the Corporation corporation and Indemnitee such person in the conduct of any such defense or (iii) the Corporation corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemniteesuch person’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have reasonably made the conclusion provided for in clause (ii) abovecorporation. (div) Notwithstanding any other provision of this Agreement Section 6.10 to the contrary, to the extent that Indemnitee any director or officer is, by reason of Indemnitee’s his or her corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporationstatus, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee such person is not a party in the action, suit or proceeding, the Corporation corporation shall indemnify Indemnitee such person against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee such person or on Indemnitee’s his or her behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) . Delivery to the Corporation of this Agreement shall constitute an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be is accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect the fact that Indemnitee is or was a director, officer, employee or agent of the Corporation, or while serving as a director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporationenterprise, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) In the event that the Corporation does not assume the defense pursuant to Section 5(c) of any Proceeding of which the Corporation receives notice under this Agreement, any Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened Proceeding, or pending civilin connection with an enforcement action pursuant to Section 6(b), criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation to Indemnitee in advance of the final disposition of such action, suit or proceeding within Proceeding as soon as practicable but in any event no later than twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses; provided, however, that Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would jeopardize the attorney-client privilege), and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement Agreement, Bylaws, applicable law or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Notwithstanding the foregoing, the obligation of the Corporation to advance Expenses pursuant to this Section 5, its Certificate of Incorporation, its Bylaws or otherwise, shall be subject to the condition that, if, when and to the extent that the Corporation determines, in accordance with the procedures, indemnification and evidentiary standards, presumptions, burdens of proof and other applicable provisions set forth herein, that Indemnitee would not be permitted to be indemnified under applicable law, the Corporation may terminate further advances of Expenses and shall be reimbursed within sixty (60) days of such determination, by Indemnitee (who hereby agrees to reimburse the Corporation) for such amounts previously paid by the Corporation pursuant to this Section 5; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the Corporation shall continue to advance Expenses as provided herein and Indemnitee shall not be required to reimburse the Corporation for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). (b) Promptly after receipt by Indemnitee of written notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceedingProceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding Proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses Expenses of Indemnitee with respect to an action, suit or proceeding, a Proceeding as provided in this Agreement, its Certificate of Incorporation, its Bylaws or otherwise, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceedingProceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingProceeding, provided that (1i) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding Proceeding at Indemnitee’s expense and (2ii) if (i1) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii2) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense, (3) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel or (iii4) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingProceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii2) aboveof the proviso in the immediately preceding sentence. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise Other Enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding Proceeding at a time when Indemnitee is not a party in the action, suit or proceedingProceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses Except as set forth in the Company’s Certificate of Incorporation, and in addition to the right to indemnification conferred in Section 1 above, expenses (including attorneys’ fees) incurred by Indemnitee in defending investigating, defending, testifying or otherwise participating in a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding referred to in Section 1 above, or in connection with an enforcement action pursuant to Section 4(b) below, shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty proceeding, provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Company (20and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) days after receipt by shall be made only upon delivery to the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of such Indemnitee to repay such amount or amounts, only if, and to the extent that, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified by the Corporation as authorized by for such expenses under this Agreement or otherwiseIndemnification Agreement. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Expenses authorized under this Section 3(a) shall be paid within ten (10) days after receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, (ii) a written affirmation of the Indemnitee’s good faith belief that Indemnitee has met the standard of conduct described in WBCA Section 23B.08.510, and (iiiii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, and timely satisfied its obligation to do so, the Corporation, if appropriate, Corporation shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or defense, (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, or (iv) the Corporation is not financially or legally able to pay or otherwise perform its indemnification obligations, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) The Corporation shall pay Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civilconnection with any Action, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within Action as soon as practicable but in no event later than twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) if required by ​ the DGCL, when the Expenses were incurred by Indemnitee in Indemnitee’s capacity as a current director or officer (and not in any other capacity in which service was, or is, rendered by Indemnitee) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined by final judicial decision from which there is no further right to appeal or seek review that Indemnitee is not entitled to be indemnified for such Expense by the Corporation as authorized by this Indemnification Agreement or otherwise. Such undertaking is not required to be secured and shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances The right to advancement of Expenses as granted by this Indemnification Agreement shall be unsecured and interestenforceable by Indemnitee in any court of competent jurisdiction if the Corporation fails to pay such Expenses, in whole or in part, or fails to respond, within such 20-freeday period. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingAction, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The Provided, however, the failure to promptly notify the Corporation promptly of the commencement of the action, suit or proceeding, Action or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be is obligated to pay the expenses Expenses of Indemnitee with respect to an action, suit or proceedingAction, as provided in this Indemnification Agreement, the Corporation, if appropriate, shall will be entitled to (i) participate therein at its own expense and (ii) assume the defense of such actionAction, suit or proceedingjointly, with any other indemnifying person, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Indemnification Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, Action provided that (1) Indemnitee shall will have the right to employ Indemnitee’s own counsel in such action, suit or proceeding Action at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall will have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense; or (iii) the Corporation shall not, in fact, will not have employed counsel within sixty (60) calendar days of receipt of such notice from Indemnitee to assume the defense of such action, suit or proceedingAction, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Indemnification Agreement. The Corporation shall will not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have or Indemnitee has reasonably made the conclusion provided for described in clause (iic)(2)(ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) In the event that the Corporation does not assume the defense pursuant to Section 5(c) of any Proceeding of which the Corporation receives notice under this Agreement, any Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened Proceeding, or pending civilin connection with an enforcement action pursuant to Section 6(b), criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation to Indemnitee in advance of the final disposition of such action, suit or proceeding within Proceeding as soon as practicable but in any event no later than twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses; provided, however, that Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would jeopardize the attorney-client privilege), and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement Agreement, Bylaws, applicable law or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of written notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim thereof is to be made against the DB04/1003206.0002/11820348.4 Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceedingProceeding, or Indemnitee’s 's request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding Proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses Expenses of Indemnitee with respect to an action, suit or proceeding, a Proceeding as provided in this Agreement, its Certificate of Incorporation, its Bylaws or otherwise, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceedingProceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingProceeding, provided that (1i) Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such action, suit or proceeding Proceeding at Indemnitee’s 's expense and (2ii) if (i1) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii2) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense, (3) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel or (iii4) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingProceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii2) aboveof the proviso in the immediately preceding sentence. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s 's corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise Other Enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding Proceeding at a time when Indemnitee is not a party in the action, suit or proceedingProceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ feesIn the event that the Company does not assume the defense pursuant to Section 5(c) of any Proceeding of which the Company receives notice under this Agreement, any expenses incurred by Indemnitee in defending a threatened Proceeding, or pending civilin connection with an enforcement action pursuant to Section 5(c), criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation Company to Indemnitee in advance of the final disposition of such action, suit Proceeding or proceeding within twenty enforcement action as soon as practicable but in any event no later than thirty (2030) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, which shall be accompanied by such non-privileged information as is available to the Indemnitee and reasonably necessary to document such expenses, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Notwithstanding the foregoing, the obligation of the Company to advance expenses pursuant to this Section 4 or otherwise, shall be subject to the condition that, if, when and to the extent that the Company determines that Indemnitee would not be permitted to be indemnified under applicable law, the Company shall be reimbursed within sixty (60) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for such amounts previously paid by the Company pursuant to this Section 4; provided, however, that if Indemnitee has commenced or thereafter commences proceedings in arbitral tribunal referred to in Section 17 herein to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Company that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any advance of expenses until a determination is made by the arbitral tribunal with respect thereto (as to which any rights of appeal therefrom have been exhausted or lapsed). (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceedingProceeding, or Indemnitee’s 's request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding Proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, a Proceeding as provided in this AgreementAgreement or otherwise, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceedingProceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingProceeding, provided that (1i) Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such action, suit or proceeding Proceeding at Indemnitee’s 's expense and (2ii) if (i1) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (ii2) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense defense, (3) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel or (iii4) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingProceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (iiii)(2) aboveof the proviso in the immediately preceding sentence. (d) The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Proceeding to which the Indemnitee is, or reasonably might have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding. The Indemnitee shall not unreasonably withhold its consent to any proposed settlement; provided that the Indemnitee shall be entitled to withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. The Indemnitee shall not make any admission or effect any settlement without the Company’s written consent unless such admission or settlement shall not affect or increase the liability of the Company or associated persons or entities and Indemnitee shall have determined to undertake his/her own defense in such matter and has waived the benefits of this Agreement. (e) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s 's corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise Other Enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding Proceeding at a time when Indemnitee is not a party in the action, suit or proceedingProceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or defense, (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, or (iv) the Corporation is not financially or legally able to pay or otherwise perform its indemnification obligations, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 6(b), shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty (20) five business days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of this Agreement or the Articles of Association, and (y) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of expenses (or portion thereof) which remains unspent at the final disposition of the claim to which the advance related. (b) Promptly Promptly, and in any event within twenty business days, after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company promptly and in any event within twenty business days of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do soso within twenty business days after the Company’s receipt of the notice of the commencement of an action, suit or proceeding provided by Indemnitee to the Company pursuant to Section 5(b) above. After delivery of such notice, approval of such counsel by Indemnitee (which approval will not be unreasonably withheld) and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingproceeding (or fails to diligently conduct such defense), then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this AgreementCompany. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion or formed the belief provided for in clause (ii) above. In the event the Company assumes the defense of an action, suit or proceeding pursuant to this Section 5(c), the Company shall keep the Indemnitee reasonably informed of such defense and shall, as promptly as practical, respond to any reasonable requests for information made by Indemnitee. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s current, future or former corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to or may otherwise in the future serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ ' fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s 's request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1i) Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such action, suit or proceeding at Indemnitee’s 's expense and (2ii) if (i1) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii2) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense defense, or (iii3) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii2) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s 's corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending connection with a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 6(b), shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty (20) five business days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of this Agreement or the Articles of Association, and (y) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of expenses (or portion thereof) which remains unspent at the final disposition of the claim to which the advance related. (b) Promptly Promptly, and in any event within twenty business days, after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company promptly and in any event within twenty business days of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do soso within twenty business days after the Company’s receipt of the notice of the commencement of an action, suit or proceeding provided by Indemnitee to the Company pursuant to Section 5(b) above. After delivery of such notice, approval of such counsel by Indemnitee (which approval will not be unreasonably withheld) and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingproceeding (or fails to diligently conduct such defense), then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this AgreementCompany. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion or formed the belief provided for in clause (ii) above. In the event the Company assumes the defense of an action, suit or proceeding pursuant to this Section 5(c), the Company shall keep the Indemnitee reasonably informed of such defense and shall, as promptly as practical, respond to any reasonable requests for information made by Indemnitee. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s current, future or former corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to or may otherwise in the future serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Any Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened Proceeding, or pending civilin connection with an enforcement action pursuant to Section 6(b), criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation to Indemnitee in advance of the final disposition of such action, suit or proceeding within Proceeding as soon as practicable but in any event no later than twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses; provided, however, that Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would jeopardize the attorney-client privilege), and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement Agreement, Bylaws, applicable law or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Notwithstanding the foregoing, the obligation of the Corporation to advance Expenses pursuant to this Section 5, its Certificate of Incorporation, its Bylaws or otherwise, shall be subject to the condition that, if, when and to the extent that the Corporation determines, in accordance with the procedures, indemnification and evidentiary standards, presumptions, burdens of proof and other applicable provisions set forth herein, that Indemnitee would not be permitted to be indemnified under applicable law, the Corporation may terminate further advances of Expenses and shall be reimbursed within sixty (60) days of such determination, by Indemnitee (who hereby agrees to reimburse the Corporation) for such amounts previously paid by the Corporation pursuant to this Section 5; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the Corporation shall continue to advance Expenses as provided herein and Indemnitee shall not be required to reimburse the Corporation for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). (b) Promptly after receipt by Indemnitee of written notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceedingProceeding, or Indemnitee’s 's request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding Proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s 's corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise Other Enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding Proceeding at a time when Indemnitee is not a party in the action, suit or proceedingProceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Notwithstanding anything in this Section 4 to the contrary, the Corporation shall not advance any such expenses incurred by an Indemnitee in an action, suit or proceeding brought against such Indemnitee by holders of a majority of the shares the Corporation’s common stock then outstanding. The majority of the Non-conflicted Directors may, in the manner set forth above, and upon approval of such Indemnitee, authorize the Corporation’s counsel to represent such person, in any such action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if expense. If (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding (on behalf of the Corporation or such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty fifteen (2015) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee Xxxxxxxxxx has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.. The Corporation shall conduct the defense of such Claim in good faith and in consultation with the Indemnitee and legal counsel, and the Corporation shall not settle any claim against the Indemnitee without the express written consent of the Indemnitee which shall not be unreasonably withheld (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between Indemnitee and any other party represented by the Corporation and Indemnitee counsel selected by the Company in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii2)(ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any action, suit or proceeding, the Indemnitee shall, if a claim thereof is to the Indemnitee believes that indemnification with respect thereto may be made against sought from the Corporation hereunderCompany under this Agreement, notify the Corporation Company of the commencement or threat of commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event the Corporation Company shall be obligated to pay advance the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreementfor any proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same action, suit or proceeding, provided that (1i) the Indemnitee shall have the right to employ his or her counsel in any such proceeding at the Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense expense; and (2ii) if (iA) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (iiB) counsel to the Corporation Company or the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and the Indemnitee in the conduct of any such defense or (iiiC) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation shall have reasonably made the conclusion provided for in clause (ii) aboveCompany. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith...

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) Upon execution by Indemnitee of an agreement to repay any advancement of expenses in accordance with the Act, expenses incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 4(b), shall be paid by the Corporation or its subsidiaries in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repaymentproceeding. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant material issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii2)(ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an a legally binding and irrevocable undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (ii) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense or (iii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened Proceeding, or pending civilin connection with an enforcement action pursuant to Section 6(b), criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation Company to Indemnitee in advance of the final disposition of such action, suit or proceeding within Proceeding as soon as practicable but in any event no later than twenty (20) days after receipt by the Corporation Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined there is a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Corporation Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation Company hereunder, notify the Corporation Company of the commencement thereof. The failure to promptly notify the Corporation Company of the commencement of the action, suit or proceedingProceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation Company from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation Company is prejudiced in its defense of such action, suit or proceeding Proceeding as a result of such failure. (c) In the event the Corporation Company shall be obligated to pay the expenses Expenses of Indemnitee with respect to an action, suit or proceeding, a Proceeding as provided in this Agreement, its Certificate of Incorporation, its By-Laws or otherwise, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such action, suit or proceedingProceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceedingProceeding, provided that (1i) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding Proceeding at Indemnitee’s expense and (2ii) if (i1) the employment of counsel by Indemnitee has been previously authorized in writing by the CorporationCompany, (ii2) counsel to the Corporation Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation Company and Indemnitee in the conduct of any such defense defense, (3) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel or (iii4) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceedingProceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement. The Corporation Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Corporation Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii2) aboveof the proviso in the immediately preceding sentence. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise Other Enterprise which Indemnitee is or was serving or has agreed to serve at the request of the CorporationCompany, a witness or otherwise participates in any action, suit or proceeding Proceeding at a time when Indemnitee is not a party in the action, suit or proceedingProceeding, the Corporation Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty thirty (2030) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. In the event that final disposition of any such action, suit or proceeding determines that the Indemnitee is not entitled to be indemnified for expenses for which the Indemnitee has received payment or reimbursement, the Indemnitee shall repay such amount to the Corporation within ninety (90) days of receipt by the Indemnitee of an accounting in writing from the Corporation of the amount owing. (b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in its defense of such action, suit or proceeding as a result of such failure. (c) In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in this Agreement, the Corporation, if appropriate, Corporation shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. (d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.