Common use of Advancement of Expenses Clause in Contracts

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (and as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred, or which, following a written request from Indemnitee, the Board of Directors of the Company determines are reasonably likely to be incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred, or which, following a written request from Indemnitee, the Board of Directors of the Company determines are reasonably likely to be incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of be indemnified against such ProceedingExpenses. To the extent that Expenses advanced Any advances and undertakings to Indemnitee do not relate repay pursuant to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general unsecured and interest free. Notwithstanding the foregoing, the obligation by or on behalf of Indemnitee and the Company to advance Expenses pursuant to this Section 6 shall be accepted without reference subject to Indemnitee’s financial ability the condition that, if, when and to repay such advanced Expenses and without any requirement the extent that the Company determines that Indemnitee would not be permitted to post security therefor. At Indemnitee’s requestbe indemnified under applicable law, advancement of any such Expense the Company shall be entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; 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, any determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (and as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any provision to the contrary in Article VI hereof, without requiring a preliminary determination the Company shall advance to the Indemnitee all Expenses which, by reason of the Indemnitee’s ultimate entitlement to indemnification hereunderCorporate Status, shall advance all Expenses were incurred by or on behalf of for the Indemnitee in connection with any Proceeding for which the Indemnitee is entitled to indemnification pursuant to Article IV hereof, in which advance of the final disposition of such Proceeding, provided that all of the following are satisfied: (i) the Indemnitee may be involved, or is threatened was made a party to be involved, including as a party, a witness or otherwise, the proceeding by reason of Indemnitee’s Company Corporate Status, within ten ; (10ii) days after the receipt by Indemnitee provides the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a with written affirmation by Indemnitee of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Company as authorized pursuant to Article IV hereof and (iii) the Indemnitee provides the Company with a written agreement (the “Undertaking”) to repay the amount paid or reimbursed by the MGCLCompany, together with the Declaration applicable legal rate of Trust interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct. The Indemnitee shall be required to execute and submit the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, Undertaking to repay Expenses Advanced in substantially the form of Exhibit A attached hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof. The Undertaking shall reasonably evidence the Expenses incurred by or for the Indemnitee and shall contain the written affirmation by the Indemnitee, to reimburse described above, of the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined Indemnitee’s good faith belief that the standard of conduct necessary for indemnification has not been met and which have not been successfully resolved as described in Section 5met. For the avoidance of doubt, the The Company shall advance such expenses within five (5) business days after its receipt of the Undertaking. The Indemnitee hereby agrees to repay any Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until advanced hereunder if it is finally ultimately determined that the Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced undertaking to Indemnitee do not relate repay pursuant to a specific claim, issue or matter in the Proceeding, such Expenses this Article V shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expenseunsecured.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, 's Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, 's Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance pay all Expenses reasonably incurred by by, or in the case of retainers to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any and all Expenses reasonably incurred by Indemnitee and previously paid by Indemnitee) in connection with any Proceeding in which Indemnitee may be involvedClaim or Proceeding, or is threatened to be involved, including as a party, a witness whether brought by the Company or otherwise, in advance of any determination respecting entitlement to indemnification pursuant to Article IV hereof (and shall continue to pay such Expenses after such determination and until it shall ultimately be determined (in a final adjudication by reason a court from which there is no further right of Indemnitee’s appeal or in a final adjudication of an arbitration pursuant to Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company Status, against such Expenses) within ten (10) 10 days after the receipt by the Company of (a) a statement or statements written request from Indemnitee requesting such advance payment or advances payments from time to time, whether prior to or after final disposition of such Claim or Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee , and shall be preceded or accompanied by (b) a written affirmation by from Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification Indemnitee to be permitted to be indemnified under applicable law. Any such payment by the Company is referred to in this Agreement as authorized an “Expense Advance.” In connection with any request for an Expense Advance, if requested by the MGCLCompany, Indemnitee or Indemnitee’s counsel shall also submit an affidavit stating that the Declaration Expenses incurred were, or in the case of Trust retainers to be incurred are, reasonably incurred. Any dispute as to the reasonableness of the incurrence of any Expense shall not delay an Expense Advance by the Company, and the Bylaws has been met Company agrees that any such dispute shall be resolved only upon the disposition or conclusion of the underlying Claim against Indemnitee. Indemnitee hereby undertakes and agrees that Indemnitee will reimburse and repay the Company without interest for any Expense Advances to the extent that it shall ultimately be determined (in a written undertaking final adjudication by or on behalf a court from which there is no further right of Indemnitee, in substantially the form of Exhibit A hereto appeal or in such other form as may be required under applicable law as in effect at the time a final adjudication of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding an arbitration pursuant to this Section 6 until it is finally determined 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses. Indemnitee shall not be required to provide collateral or otherwise secure the undertaking and agreement described in the prior sentence. The Company shall make all Expense Advances pursuant to this Section 3.3 without regard to the financial ability of the Indemnitee to make repayment and without regard to the prospect of whether the Indemnitee may ultimately be found to be entitled to indemnification under the MGCL, the Declaration provisions of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseAgreement.

Advancement of Expenses. The CompanyNotwithstanding any other provision of ----------------------- this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, 's Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The Company(a) If and whenever Indemnitee is, without requiring or is threatened to be made, a preliminary determination party to any Proceeding that may give rise to a right of Indemnitee’s ultimate entitlement Indemnitee to indemnification hereunderunder Section 2(a), shall the Partnership will, or will cause another Partnership Entity to, advance all Expenses reasonably incurred by or on behalf of Indemnitee in connection with any that Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) 10 days after the receipt by the Company of receives a statement or statements from Indemnitee requesting such the advance or advances from time to time, whether prior to or after final disposition of such that Proceeding. Such Each such statement or statements shall must reasonably evidence the Expenses incurred by or on behalf of Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it ultimately is finally determined that Indemnitee is not entitled to indemnification be indemnified by the Company under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basisSection 2(a) against those Expenses. The Partnership will accept any such undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s the financial ability of Indemnitee to repay such advanced make repayment. If the Partnership or another Partnership Entity advances Expenses in connection with any Claim as to which Indemnitee has requested or may request indemnification under Section 2(a) and without any requirement a determination is made under Section 5(c) that Indemnitee is not entitled to post security therefor. At Indemnitee’s requestthat indemnification, advancement Indemnitee will not be required to reimburse the Partnership or that other Partnership Entity for those advances until the 180th day following the date of any such Expense shall that determination; provided, however, that if Indemnitee timely commences and thereafter prosecutes in good faith a judicial proceeding or arbitration under Section 7(a) or otherwise to obtain that indemnification, Indemnitee will not be made by required to reimburse the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpensePartnership or that other Partnership Entity for those Expenses until a determination in that proceeding or arbitration that Indemnitee is not entitled to that indemnification has become final and nonappealable.

Advancement of Expenses. The CompanyNotwithstanding any provision of this Agreement to the contrary (other than Section 7), without requiring a preliminary determination of Indemnitee’s ultimate entitlement the Company shall advance, to indemnification hereunderthe extent not prohibited by law, shall advance all the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, (or is threatened to be involved, including as a party, a witness or otherwise, any part of any Proceeding) not initiated by reason of Indemnitee’s . The Company Status, shall make this advancement within ten (10) 10 days after the receipt by the Company of a statement or statements from Indemnitee requesting such the advance or advances from time to time, whether prior to or after final disposition of such the Proceeding. Such The Indemnitee’s statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against the MGCLExpenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the foregoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when, and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to be indemnified under applicable law, the Indemnitee do not relate shall reimburse the Company for all amounts theretofore paid within 30 days of this determination; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a specific claimdetermination that Indemnitee should be indemnified under applicable law, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (and as to which all rights of reimbursement appeal therefrom have been exhausted or lapsed). No other form of Indemnitee’s payment undertaking shall be required other than the execution of such Expensethis Agreement.

Advancement of Expenses. The CompanyNotwithstanding any provision of this Agreement to the contrary (other than Section 6), without requiring a preliminary determination of Indemnitee’s ultimate entitlement the Company shall advance, to indemnification hereunderthe extent not prohibited by law, shall advance all the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may (or any part of any Proceeding) not initiated by Indemnitee. Such advancement shall be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, made within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 4 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 4 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (and as to which all rights of reimbursement appeal therefrom have been exhausted or lapsed). No other form of Indemnitee’s payment undertaking shall be required other than the execution of such Expensethis Agreement.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyIf Indemnitee was, is, or is threatened to be, made a party to (or otherwise becomes a participant in) any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may such Proceeding. Such advance or advances shall be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, made within ten fifteen (1015) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding, and may be in the form of, in the reasonable discretion of Indemnitee (but without duplication): (i) payment of such Expenses directly to third parties on behalf of Indemnitee; (ii) advancement to Indemnitee of funds in an amount sufficient to pay such Expenses; or (iii) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of attached hereto as Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion (if any) of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall ultimately be finally determined Adjudged by clear and convincing evidence, that the standard of conduct has not been met by Indemnitee and which have not been successfully resolved as described in Section 57 of this Agreement. For so long as the avoidance Company is subject to the Investment Company Act of doubt1940 (the “Investment Company 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 appropriate security for [his][her] undertaking, (b) the Company shall advance Expenses incurred be insured against losses arising by Indemnitee reason of any lawful advances or (c) a majority of a quorum of the Disinterested Directors, or Independent Counsel in a written report based on Indemnitee’s behalf in connection with such a Proceeding pursuant review of readily available facts, shall determine that there is no reason to this Section 6 until it is finally determined believe that Indemnitee is ultimately will be found to not be entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceedingindemnification. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement Indemnitee shall have the right to indemnification hereunder, shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt advancement by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding. Such statement any Indemnifiable Claim of any and all Expenses relating to, arising out of or statements shall reasonably evidence the Expenses resulting from any Indemnifiable Claim paid or incurred by Indemnitee and shall or which Indemnitee determines are reasonably likely to be preceded paid or accompanied incurred by a written affirmation by Indemnitee of Indemnitee. Indemnitee’s good faith belief that right to such advancement is not subject to the satisfaction of any standard of conduct necessary for and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under this Agreement with respect to the Indemnifiable Claim or the absence of any prior determination to the contrary. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company as authorized by the MGCLshall, the Declaration of Trust and the Bylaws has been met and a written undertaking by or in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in substantially the form of Exhibit A hereto an amount sufficient to pay such Expenses, or in (c) reimburse Indemnitee for such other form as may be required under applicable law as in effect at the time of the execution thereofExpenses; provided that Indemnitee shall repay, to reimburse the portion of without interest any Expenses amounts actually advanced to Indemnitee relating to any claimsthat, issues or matters in at the Proceeding as final disposition of the Indemnifiable Claim to which it shall be finally determined that the standard advance related, were in excess of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred amounts paid or payable by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of Expenses relating to, arising out of or resulting from such ProceedingIndemnifiable Claim. To In connection with any such payment, advancement or reimbursement, if delivery of an undertaking is a legally required condition precedent to such payment, advance or reimbursement, Indemnitee shall execute and deliver to the extent that Expenses advanced Company an undertaking in the form attached hereto as Exhibit A (subject to Indemnitee do not relate to a specific claim, issue or matter filling in the Proceedingblanks therein and selecting from among the bracketed alternatives therein), such Expenses shall which need not be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee secured and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security thereforthe Expenses. At In no event shall Indemnitee’s requestright to the payment, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of or reimbursement of Indemnitee’s payment of such Expense.Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertaking set forth in Exhibit A.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten seven (107) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 7 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; PROVIDED, HOWEVER, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any other provision of ----------------------- this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, 's Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of the Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of the Indemnitee’s Company Status, 's Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that the Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by the Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if the Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that the Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment Company that the Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the Indemnitee shall not be required to reimburse the Company for any advance of such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all reasonable Expenses to be incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, 's Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses to be incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, by the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within 30 days of such determination, by Indemnitee for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyIf so requested in a writing by Indemnitee accompanied by appropriate supporting documentation, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s the Company Statusshall, within ten (10) days after receipt of the receipt by request, advance funds for the Company payment of a statement or statements from Indemnitee requesting such advance or advances from time to timeExpenses, whether prior to that request is made before or after the final disposition of such Proceeding. Such statement a Proceeding (including, without limitation, any criminal Proceeding or statements shall reasonably evidence any Proceeding brought by or in the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee right of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCLor its stockholders), the Declaration of Trust and the Bylaws unless there has been met and a written undertaking final determination that Indemnitee is not entitled to indemnification for those Expenses. If required by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereofadvance, to reimburse the portion payment of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it advance shall be finally determined conditioned upon the receipt from Indemnitee of an undertaking (which need not be secured) to repay the advance to the extent that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally ultimately determined that Indemnitee is not entitled to such indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment . Any dispute concerning the advancement of such Expense instead Expenses may, at the election of reimbursement the Indemnitee, be resolved by arbitration before an arbitrator selected by Indemnitee and approved by the Company. If the parties cannot agree on a single arbitrator, then the claim shall be heard by a panel of three arbitrators, with one selected by Indemnitee’s payment , one selected by the Company and one selected jointly by the foregoing two arbitrators. Each of such Expensethe arbitrators shall be a litigation or corporate attorney with experience in the field of officer and director indemnification. The arbitrators shall be selected within (15) days after demand for arbitration and shall render a decision within (45) days after selection, unless good cause is shown for requiring a longer decision period. The Company shall act in utmost good faith to provide timely information to the arbitrators and to insure Indemnitee a full opportunity to defend against the Company's claim that Indemnitee is not entitled to an advance of Expenses. The Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee under the dispute resolutions proceedings set forth in this Subsection 3(c), unless a court of competent jurisdiction finds that each of the claims and/or defenses by Indemnitee in the action or proceeding for which an advance is sought was frivolous or made in bad faith.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The Company(a) Subject to the limitations in Section 7(b), without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance pay or reimburse all Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding in to which Indemnitee may be involvedis, or is threatened to be involved, including as a partymade, a witness or otherwise, party by reason of Indemnitee’s Company Corporate Status, in advance of the final disposition of such Proceeding, from time to time and as incurred, within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceedingadvances. Such statement or statements shall reasonably include satisfactory evidence and documentation as to the amount of such Expenses incurred by Indemnitee and shall be preceded or accompanied by (i) a written affirmation by Indemnitee of Indemnitee’s good faith belief that he or she has met the standard of conduct necessary for indemnification by the Company Company, as authorized by the MGCL, the Declaration of Trust Company’s charter and the Bylaws has been met this Agreement and (ii) a written undertaking by or on behalf of Indemniteeundertaking, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, by or on behalf of Indemnitee to reimburse repay the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall ultimately be finally determined that Indemnitee has not met the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is therefore not entitled to indemnification under be indemnified against such Expenses (together with the MGCLapplicable rate of interest, if the Declaration charter of Trust the Company as in effect at the time so requires). Indemnitee’s written certification together with a copy of the statement paid or to be paid by Indemnitee shall constitute satisfactory evidence as to the Bylaws in respect amount of such ProceedingExpenses. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 7 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense Advances shall be made by unsecured and interest free. Such advances are deemed to be an obligation of the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseCompany to Indemnitee hereunder, and shall in no event be deemed a personal loan.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement Indemnitee will have the right to indemnification hereunder, shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt advancement by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding. Such statement any Indemnifiable Claim of any and all Expenses relating to, arising out of or statements shall reasonably evidence the Expenses resulting from any Indemnifiable Claim paid or incurred by Indemnitee and shall or which Indemnitee determines are reasonably likely to be preceded paid or accompanied incurred by a written affirmation by Indemnitee of Indemnitee. Indemnitee’s good faith belief that right to such advancement is not subject to the satisfaction of any standard of conduct necessary for indemnification conduct. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company as authorized by the MGCLshall, the Declaration of Trust and the Bylaws has been met and a written undertaking by or in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. For purposes of obtaining payments of Expenses in advance of final disposition, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit A attached hereto and made a part hereof (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein, the “Undertaking”), averring that the Indemnitee has reasonably incurred or will reasonably incur actual Expenses in such other form as may defending an Indemnifiable Claim. The Undertaking need not be required under applicable law as in effect secured and the Company must accept the Undertaking without reference to Indemnitee’s ability to repay the Expenses. Unless at the time of the execution thereofIndemnitee’s act or omission at issue, the Constituent Documents prohibit such advances by specific reference to reimburse ORC Section l701.13(E)(5)(a) or unless the portion of any Expenses advanced to only liability asserted against the Indemnitee relating to any claims, issues or matters in the Proceeding as subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee will be eligible to execute Part A of the Undertaking by which the Indemnitee undertakes to: (i) repay such amount if it shall is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee will be finally eligible to execute Part B of the Undertaking by which the Indemnitee undertakes to repay such amount if it ultimately is determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto will be required to be repaid by the Indemnitee only if the Indemnitee is required to do so under the MGCLterms of both Part A and Part B of the Undertaking. In no event will Indemnitee’s right to the payment, advancement or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the Declaration of Trust or the Bylaws undertakings set forth in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense.Exhibit A.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten thirty (1030) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (and as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under the Law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under the Law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment Company that Indemnitee would not be permitted to be indemnified under the Law shall not be binding and Indemnitee shall not be required to reimburse the Company for any advance of such Expense instead Expenses until a final judicial determination is made with respect thereto (and as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance to the extent not prohibited by applicable law all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten thirty (1030) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence each of the Expenses incurred by Indemnitee for which he seeks advancement and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf court of Indemnitee and shall be accepted without reference competent jurisdiction to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be secure a determination made by the Company’s direct payment Company 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (and as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed). This Section shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance all Expenses actually and reasonably paid or incurred by or on behalf of Indemnitee in connection with any a Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such any Proceeding. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Such statement or statements advances shall reasonably evidence the Expenses incurred by Indemnitee be unsecured and interest free and shall be preceded or accompanied by a written affirmation by Indemnitee of made without regard to Indemnitee’s good faith belief ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In connection with any request for Expense advances, Indemnitee shall not be required to provide any documentation or information to the extent that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by provision thereof would undermine or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to otherwise jeopardize attorney-client privilege. Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard entitled to continue to receive advancement of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 3(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is finally determined that Indemnitee is not entitled to indemnification be indemnified by the Company under the MGCLother provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the Declaration requisite undertaking with respect to repayment of Trust advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement. Notwithstanding any of the foregoing or anything else in this Agreement or any other document to the Bylaws in respect of such Proceeding. To contrary, except to the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 legal service or court order, any action by an Indemnitee, as determined by a non-appealable decision of a court of competent jurisdiction, that assists a third party plaintiff or proposed third party plaintiff in formulating or prosecuting a claim against the Company, or any director or officer or former director and officer of the Company for actions or inactions taken with respect to the Company, will vitiate the advancement of expenses obligation contemplated hereunder ab initio; provided, however, that such vitiation shall not be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to applicable if Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, action is in connection with a whistleblower or similar claim or a claim for indemnification or advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expenseexpenses.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred in connection with any Proceeding by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s his Company Status, Position within ten twenty (1020) calendar days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence ; provided that: (i) no determination has been made that the Expenses incurred by facts then known would preclude indemnification pursuant to the terms of this Agreement; and (ii) Indemnitee and shall be preceded or accompanied by a (A) affirms in such written affirmation by Indemnitee of Indemnitee’s request that he acted in good faith belief that and in a manner which he reasonably believed to be in, or not opposed to, the standard best interests of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee(and, in substantially the form case of Exhibit A hereto or a criminal Proceeding, that he had no reasonable cause to believe his conduct was unlawful), (B) undertakes in such other form as may be required under applicable law as in effect at written request to repay such amount to the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined extent that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally ultimately determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, be indemnified against such Expenses shall be allocated on a reasonable and proportionate basis(C) provides appropriate supporting documentation for the Expenses for which he is seeking indemnification. The undertaking required by Any advances and undertakings to repay pursuant to this Section 6 shall be an unlimited general unsecured and interest free. Notwithstanding the foregoing, the obligation by or on behalf of Indemnitee and the Company to advance Expenses pursuant to this Section 6 shall be accepted without reference subject to Indemnitee’s financial ability the condition that, if, when and to repay such advanced Expenses and without any requirement the extent that the Company determines that Indemnitee would not be permitted to post security therefor. At Indemnitee’s requestbe indemnified under applicable law, advancement of any such Expense the Company shall be entitled to be reimbursed by Indemnitee (who hereby expressly agrees to reimburse the Company) within thirty (30) days of such determination for all such amounts theretofore paid; 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 Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (and as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any provision to the contrary in Article VI hereof, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance to the Indemnitee all Expenses which, by reason of the Indemnitee's Corporate Status, were incurred by or on behalf of Indemnitee for him in connection with any Proceeding for which the Indemnitee is entitled to indemnification pursuant to Article IV hereof, in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason advance of Indemnitee’s Company Status, within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement , provided that all of the following are satisfied: (i) the Indemnitee was made a party to the proceeding by reason of his service as a director or statements shall reasonably evidence officer of the Expenses incurred by Company, (ii) the Indemnitee and shall be preceded or accompanied by a provides the Company with written affirmation by Indemnitee of Indemnitee’s his good faith belief that he has met the standard of conduct necessary for indemnification by the Company as authorized pursuant to Article IV hereof, (iii) the Indemnitee provides the Company with a written agreement (the "Undertaking") to repay the amount paid or reimbursed by the MGCLCompany, together with the Declaration applicable legal rate of Trust interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct, and (iv) the Bylaws has been met legal proceeding was initiated by a third party who is not a stockholder of the Company or, if by a stockholder of the Company acting in his or her capacity as such, a court of competent jurisdiction approves such advancement. The Indemnitee shall be required to execute and a written undertaking by or on behalf of Indemnitee, submit the Undertaking to repay Expenses advanced in substantially the form of Exhibit A attached hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof. The Undertaking shall reasonably evidence the Expenses incurred by or for the Indemnitee and shall contain the written affirmation by the Indemnitee, to reimburse the portion described above, of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined his good faith belief that the standard of conduct necessary for indemnification has not been met and which have not been successfully resolved as described in Section 5met. For the avoidance of doubt, the The Company shall advance such expenses within five (5) business days after the receipt by the Company of the Undertaking. The Indemnitee hereby agrees to repay any Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until advanced hereunder if it is finally shall ultimately be determined that the Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced undertaking to Indemnitee do not relate repay pursuant to a specific claim, issue or matter in the Proceeding, such Expenses this Article V shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expenseunsecured.

Advancement of Expenses. The Company, without requiring a preliminary determination In the event that (a) the Corporation does not assume the defense pursuant to Paragraph 5 of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all Expenses incurred by or on behalf this Agreement of Indemnitee in connection with any Proceeding in to which Indemnitee may be involved, is a party or is threatened to be involved, including as made a party, a witness party because of Indemnitee’s Corporate Status or otherwise, by reason of any action alleged to have been taken or omitted in connection therewith and of which the Corporation receives notice under this Agreement or (b) the Corporation assumes such defense but Indemnitee is, pursuant to Paragraph 5 of this Agreement, nonetheless entitled to have the fees and costs of Indemnitee’s Company Status, within ten (10) days after the receipt own counsel paid for by the Company Corporation, any reasonable Expenses incurred by Indemnitee or on his or her behalf in defending such Proceeding shall be paid by the Corporation in advance of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding. Such statement or statements shall reasonably evidence ; provided, however, that the payment of such Expenses incurred by Indemnitee and or on his or her behalf in advance of the final disposition of such Proceeding shall be preceded or accompanied by made only upon receipt of (a) a written affirmation by Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the applicable standard of conduct necessary described in Paragraph 2 of this Agreement or that the Proceeding involves conduct for indemnification by which Liability has been eliminated under a provision of the Company Corporation’s Articles of Organization as authorized by the MGCL, the Declaration Section 2.02(b)(4) of Trust Chapter 156D or any successor provision to such Section and the Bylaws has been met and a written (b) an unlimited undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of any Expenses repay all amounts so advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which event that it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified by the MGCL, the Declaration of Trust or the Bylaws Corporation as authorized in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basisthis Agreement. The undertaking required by this Section 6 referred to in clause (b) above shall be an unlimited unlimited, unsecured general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to make repayment. Any advances and undertakings to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expenseinterest-free.

Advancement of Expenses. The CompanyIf so requested by Indemnitee, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance to Indemnitee, to the fullest extent permitted by applicable law, any and all Expenses incurred by Indemnitee (an “Expense Advance” or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, an “Advance”) within ten (10) 21 calendar days after the receipt by the Company of a statement or statements request from Indemnitee requesting such advance or advances from time to timefor an Advance, whether prior to or after final disposition of such any Proceeding. Such statement or statements ; provided that the Company shall reasonably evidence not advance any expenses to Indemnitee unless and until it shall have received a request and undertaking substantially in the form attached hereto as Exhibit A. Any request for an Expense Advance shall be accompanied by an itemization, in reasonable detail, of the Expenses incurred by for which advancement is sought; provided however that Indemnitee need not submit to the Company any information that counsel for Indemnitee deems is privileged and exempt from compulsory disclosure in any proceeding. Advances shall be preceded or accompanied by a written affirmation by Indemnitee of made without regard to Indemnitee’s good faith belief ability to repay the Expenses. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that the standard of conduct necessary for indemnification Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may Reviewing Party that Indemnitee would not be required permitted to be indemnified under applicable law as in effect at the time of the execution thereof, shall not be binding and Indemnitee shall not be required to reimburse the portion of Company for any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding Expense Advance until a final judicial determination is made with respect thereto (as to which it all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be finally determined that the standard of conduct has not been met unsecured and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses no interest shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expensecharged thereon.

Advancement of Expenses. The CompanyIf so requested in a writing by Indemnitee accompanied by appropriate supporting documentation, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s the Company Statusshall, within ten (10) 10 days after receipt of the receipt by request, advance funds for the Company payment of a statement or statements from Indemnitee requesting such advance or advances from time to timeExpenses, whether prior to that request is made before or after the final disposition of such Proceeding. Such statement a Proceeding (including, without limitation, any criminal Proceeding or statements shall reasonably evidence any Proceeding brought by or in the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee right of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCLor its stockholders), the Declaration of Trust and the Bylaws unless there has been met and a written undertaking final determination that Indemnitee is not entitled to indemnification for those Expenses. If required by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereofadvance, to reimburse the portion payment of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it advance shall be finally determined conditioned upon the receipt from Indemnitee of an undertaking (which need not be secured) to repay the advance to the extent that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally ultimately determined that Indemnitee is not entitled to such indemnification under by the MGCL, Company. Any dispute concerning the Declaration advancement of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required resolved by this Section 6 shall be arbitration before an unlimited general obligation arbitrator selected by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made approved by the Company. If the parties cannot agree on a single arbitrator, then the claim shall be heard by a panel of three arbitrators, with one selected by Indemnitee, one selected by the Company and one selected jointly by the foregoing two arbitrators. Each of the arbitrators shall be a litigation or corporate attorney with experience in the field of officer and director indemnification. The arbitrators shall be selected within 15 days after demand for arbitration and shall render a decision within 30 days after selection, unless good cause is shown for requiring a longer decision period. The Company shall act in utmost good faith to provide timely information to the arbitrators and to insure Indemnitee a full opportunity to defend against the Company’s direct payment claim that Indemnitee is not entitled to an advance of such Expense instead Expenses. The Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee under the dispute resolutions proceedings set forth in this Subsection 3(c), unless a court of reimbursement competent jurisdiction finds that each of Indemnitee’s payment of such Expensethe claims and/or defenses by Indemnitee in the action or proceeding for which an advance is sought was frivolous or made in bad faith.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, 's Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance Corporation agrees with Indemnitee that all reasonable Expenses incurred by or on behalf of Indemnitee (including costs of enforcement of this Agreement) in connection with any a Proceeding in which shall be advanced from time to time by the Corporation to Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten thirty (1030) days after the receipt by the Company Corporation of a statement written request by or statements from on behalf of Indemnitee requesting for an advance of such advance or advances from time to timeExpenses, whether prior to to, during or after final disposition of such Proceeding. Such statement a Proceeding (including without limitation any Proceeding brought by or statements shall reasonably evidence in the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee right of Indemnitee’s good faith belief the Corporation), except to the extent that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws there has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form Final Adverse Determination (as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined hereinafter defined) that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of be indemnified for such ProceedingExpenses. To the extent that Expenses advanced to A written request by an Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be for an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any and all Expenses under this paragraph shall contain reasonable detail of the Expenses incurred by Indemnitee for which the Indemnitee is seeking an advance. In the event that such Expense written request shall be accompanied by an affidavit of counsel to Indemnitee to the effect that such counsel has reviewed such Expenses and that such Expenses are reasonable in such counsel's view, then such expenses shall be deemed reasonable in the absence of clear and convincing evidence to the contrary. By execution of this Agreement, Indemnitee shall be deemed to have made whatever undertaking as may be required by law at the Company’s direct payment time of any advancement of Expenses with respect to repayment to the Corporation of such Expense instead advanced Expenses. In the event that the Corporation shall breach its obligation to advance Expenses under this Section 3, the parties hereto agree that Indemnitee's remedies available at law would not be adequate and that Indemnitee would be entitled to the remedies of reimbursement specific performance and injunctive relief to enforce such obligation of Indemnitee’s payment the Corporation. The Corporation acknowledges that it has agreed to advance Expenses hereunder in order to promote the business interests of the Corporation and the Corporation agrees with Indemnitee that it will not fail to comply with its obligation to advance Expenses to Indemnitee as required under this Agreement on the ground that such Expenseadvancement violates or would violate Section 13(k) of the Securities Exchange Act of 1934, as amended, unless the Corporation has received an affirmative and unqualified written opinion of Independent Legal Counsel to the effect that such an advance of Expenses would result in a violation of said Section 13(k).

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust Charter and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust Charter or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance pay all Expenses reasonably incurred by by, or in the case of retainers to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any and all Expenses reasonably incurred by Indemnitee and previously paid by Indemnitee) in connection with any Proceeding Claim or Proceeding, whether brought by or in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness the right of the Company or otherwise, in advance of any determination respecting entitlement to indemnification pursuant to Article IV hereof (and shall continue to pay such Expenses after such determination and until it shall ultimately be determined (in a final adjudication by reason a court from which there is no further right of Indemnitee’s appeal or in a final adjudication of an arbitration pursuant to Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company Status, against such Expenses) within ten (10) 10 days after the receipt by the Company of (a) a statement or statements written request from Indemnitee requesting such advance payment or advances payments from time to time, whether prior to or after final disposition of such Claim or Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee , and shall be preceded or accompanied by (b) a written affirmation by from Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification Indemnitee to be permitted to be indemnified under applicable law. Any such payment by the Company is referred to in this Agreement as authorized an “Expense Advance.” In connection with any request for an Expense Advance, if requested by the MGCLCompany, Indemnitee or Indemnitee’s counsel shall also submit an affidavit stating that the Declaration Expenses incurred were, or in the case of Trust retainers to be incurred are, reasonably incurred. Any dispute as to the reasonableness of the incurrence of any Expense shall not delay an Expense Advance by the Company, and the Bylaws has been met Company agrees that any such dispute shall be resolved only upon the disposition or conclusion of the underlying Claim against Indemnitee. Indemnitee hereby undertakes and agrees that Indemnitee will reimburse and repay the Company without interest for any Expense Advances to the extent that it shall ultimately be determined (in a written undertaking final adjudication by or on behalf a court from which there is no further right of Indemnitee, in substantially the form of Exhibit A hereto appeal or in such other form as may be required under applicable law as in effect at the time a final adjudication of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding an arbitration pursuant to this Section 6 until it is finally determined 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses. Indemnitee shall not be required to provide collateral or otherwise secure the undertaking and agreement described in the prior sentence. The Company shall make all Expense Advances pursuant to this Section 3.4 without regard to the financial ability of Indemnitee to make repayment and without regard to the prospect of whether Indemnitee may ultimately be found to be entitled to indemnification under the MGCL, the Declaration provisions of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseAgreement.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance all Expenses incurred by or pay on behalf of Indemnitee, advance to Indemnitee or reimburse Indemnitee for any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason Claim arising out of Indemnitee’s Company Status, an Indemnifiable Event within ten (10) days after the receipt written request by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to timeIndemnitee, whether such request is made prior to or after final disposition of such Proceedingany Claim. Such statement In connection with any request for Expense Advances, Indemnitee shall not be required to provide any documentation or statements shall reasonably evidence information to the Expenses incurred extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Execution and delivery to the Company of this Agreement by Indemnitee constitutes a promise and shall be preceded or accompanied by a written affirmation undertaking by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification to repay any and all amounts paid, advanced or reimbursed by the Company as authorized by the MGCLpursuant to this Section 4 in respect of Expenses relating to, the Declaration arising out of Trust and the Bylaws has been met and a written undertaking by or on behalf resulting from any Claim in respect of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubtdetermined, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined 3(d), following the final disposition of such Claim, that Indemnitee is not entitled to indemnification under Section 3 or has received reimbursement or advances for Expenses in excess of the MGCL, amount to which Indemnitee is entitled. Any and all amounts Indemnitee is required to reimburse to the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced Company pursuant to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses this Section 4 shall be allocated on a reasonable and proportionate basisrepaid promptly, but in no event later than sixty (60) days, following such determination. The No other form of undertaking required by this Section 6 shall be an unlimited general required other than the execution of this Agreement. Indemnitee’s obligation by or on behalf of Indemnitee and to reimburse the Company for Expense Advances shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses unsecured and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense no interest shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expensecharged thereon.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, 's Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (and as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement Company agrees to indemnification hereunder, shall advance all Expenses reasonably incurred by or on behalf of Indemnitee the Indemnified Party in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) 10 days after the receipt by the Company of a statement or statements from Indemnitee the Indemnified Party requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall will reasonably evidence the Expenses incurred by Indemnitee the Indemnified Party and shall will include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnified Party to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall be finally is ultimately determined that the standard of conduct has Indemnified Party is not been met entitled to be indemnified against such Expenses. Any advances and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding undertakings to repay pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under 5 will be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 will be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that the Indemnified Party would not be permitted to Indemnitee do not relate be indemnified under applicable law, the Company will be entitled to be reimbursed, within 30 days after such determination, by the Indemnified Party (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided that if the Indemnified Party has commenced or thereafter commences legal proceedings in a specific claimcourt of competent jurisdiction to secure a determination that the Indemnified Party should be indemnified under applicable law, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment Company that the Indemnified Party would not be permitted to be indemnified under applicable law will not be binding and the Indemnified Party will not be required to reimburse the Company for any advance of such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyIf by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall, without requiring a preliminary determination of the Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all reasonable Expenses incurred by or on behalf of the Indemnitee in connection with any (a) such Proceeding in which Indemnitee may be involvedis initiated by a third party who is not a stockholder of the Company, or (b) such Proceeding which is threatened initiated by a stockholder of the Company acting in his or her capacity as such and for which a court of competent jurisdiction specifically approves such advancement, and which relates to acts or omissions with respect to the performance of duties or services on behalf of the Company. Such advance or advances shall be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, made within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such ProceedingProceeding and may be in the form of, in the reasonable discretion of the Indemnitee (but without duplication), (a) payment of such Expenses directly to third parties on behalf of the Indemnitee, (b) advancement to the Indemnitee of funds in an amount sufficient to pay such Expenses or (c) reimbursement to the Indemnitee for the Indemnitee’s payment of such Expenses. Such statement or statements shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust law and the Bylaws by this Agreement has been met and a written undertaking (the “Undertaking”) by or on behalf of the Indemnitee, in substantially the form of attached hereto as Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee the Indemnitee, together with the Applicable Legal Rate of interest thereon, relating to any claims, issues or matters in the Proceeding as to which it shall ultimately be finally determined established, by clear and convincing evidence, that the standard of conduct has not been met by the Indemnitee and which have not been successfully resolved as described in Section 5. For the avoidance 4.3 of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such ProceedingAgreement. To the extent that Expenses advanced to the Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking Undertaking required by this Section 6 Article V shall be an unlimited general obligation by or on behalf of the Indemnitee and shall be accepted without reference to the Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense.

Advancement of Expenses. The CompanyNotwithstanding any provision to the contrary in Article V hereof, without requiring a preliminary determination but subject to paragraph F.3 of Indemnitee’s ultimate entitlement to indemnification hereunderArticle III hereof, the Company shall advance to the Indemnitee all Expenses which are incurred by or on behalf for the Indemnitee and for which the Indemnitee is entitled to indemnification pursuant to Article III hereof, provided that all of the following are satisfied: (i) the Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt by provides the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a with written affirmation by Indemnitee of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification indemnification; and (ii) the Indemnitee provides the Company with a written agreement (the “Undertaking”) to repay the amount paid or reimbursed by the Company as authorized by if it is ultimately determined that the MGCL, Indemnitee is not entitled to indemnification. The Indemnitee shall be required to execute and submit the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, Undertaking to repay Expenses advanced in substantially the form of Exhibit A attached hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof. The Undertaking shall contain the written affirmation by the Indemnitee, to reimburse described above, of the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined Indemnitee’s good faith belief that the standard of conduct necessary for indemnification has not been met and which have not been successfully resolved as described in Section 5met. For the avoidance of doubt, the The Company shall advance such expenses within ten (10) days after its receipt of the Undertaking. The Indemnitee hereby agrees to repay any Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until advanced hereunder if it is finally ultimately determined that the Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that undertaking to repay Expenses advanced pursuant to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses this Article IV shall be allocated on a reasonable unsecured and proportionate basis. The undertaking required by this Section 6 no interest shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expensecharged thereon.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, 's Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any other provision of this ----------------------- Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of the Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of the Indemnitee’s Company Status, 's Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that the Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by the Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if the Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that the Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment Company that the Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the Indemnitee shall not be required to reimburse the Company for any advance of such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 4 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 4 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within twenty (20) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (and as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofor paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance all the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may proceeding, and such advancement shall be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, made within ten twenty (1020) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance advances (which shall include invoices received by lndemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or advances from time to timeexpenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice. Advances shall be unsecured, whether prior interest free and without regard to or after final disposition Indemnitee’s ability to repay the Expenses. lndemnitee’s right to such advancement is not subject to the satisfaction of such Proceedingany standard of conduct. Such statement or statements Advances shall reasonably evidence the include any and all Expenses incurred by Indemnitee pursuing an action to enforce lndemnitee’s right to indemnification under this Agreement or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall be preceded or accompanied constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance (without interest) if and to the extent that it is ultimately determined by a written affirmation by Indemnitee court of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCLcompetent jurisdiction in a final judgment, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemniteenot subject to appeal, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification be indemnified by the Company. No other undertaking shall be required. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. Without limiting the MGCLgenerality or effect of the foregoing, within twenty days after any request by lndemnitee, the Declaration of Trust or the Bylaws Company shall, in respect of accordance with such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claimrequest (but without duplication), issue or matter in the Proceeding, (a) pay such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of lndemnitee, (b) advance to lndemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee and for such Expenses. The Company shall be accepted without reference to not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s financial ability rights to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, receive advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense.expenses under this Agreement,

Advancement of Expenses. The CompanyAn indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 2 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. Without limiting the generality of the foregoing, without requiring a preliminary determination each indemnifying party, as an interim measure during the pendency of Indemnitee’s ultimate entitlement any claim, action, investigation, inquiry or proceeding arising out of or based upon any matter or subject for which indemnity (or contribution in lieu thereof) would be available to indemnification hereunderany indemnified party under any provision of this Section , shall advance it will promptly reimburse each indemnified party, as often as invoiced therefor (but in no event more often than monthly), for all Expenses reasonable legal or other expenses incurred by or on behalf of Indemnitee in connection with the investigation or defense of any Proceeding in which Indemnitee may be involvedsuch claim, action, investigation, inquiry or is threatened proceeding, notwithstanding the absence of any judicial determination as to be involved, including as a party, a witness the propriety or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time enforceability of the execution thereof, indemnifying party's obligation to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in indemnified party for such expenses and notwithstanding the Proceeding as to which it shall be finally determined possibility that the standard obligations to pay such expenses might later have been held to be improper by a court of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceedingcompetent jurisdiction. To the extent that Expenses any such interim reimbursement is held to be improper, the indemnified party agrees to promptly return the amount so advanced to Indemnitee do the indemnifying party, together with interest, compounded monthly, at the prime rate (or other commercial lending rate for borrowers of the highest credit standing) listed from time to time in The Wall Street Journal which represents the base rate on corporate loans posted by a substantial majority of the nation's thirty (30) largest banks. Any such interim reimbursement payments which are not relate made to the indemnified party within thirty (30) days of a specific claim, issue or matter request therefor shall bear interest at such prime rate from the date of such request to the extent such reimbursement payments are ultimately determined to be proper obligations of the indemnifying party. To the extent required by any underwriter in connection with the Proceeding, such Expenses execution of any underwriting agreement pursuant to which the Holders shall be allocated on a reasonable and proportionate basis. The undertaking required by selling any shares of Common Stock, the Company shall agree to advancement of the expenses of such underwriter to at least the same extent as provided in this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination the Company shall advance all reasonable Expenses, which, by reason of Indemnitee’s ultimate entitlement Corporate Status, were or are expected to indemnification hereunder, shall advance all Expenses be incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company StatusProceeding, within ten thirty (1030) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to timeadvances, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred or are expected to be incurred by Indemnitee. The amount advanced shall not exceed the amount of anticipated expenditures, and the advance shall be made not more than thirty (30) days before the anticipated expenditures are expected to be incurred. Execution and delivery to the Company of this Agreement by Indemnitee and shall be preceded constitutes an undertaking by the Indemnitee to repay within thirty (30) days any amounts paid, advanced or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification reimbursed by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until 5 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which (a) it is finally shall be determined pursuant to Section 6, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification under hereunder or (b) the MGCLamount paid, advanced or reimbursed exceeds the Declaration amount substantiated pursuant to Section 6(a). No other form of Trust undertaking shall be required other than the execution of this Agreement. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Advancement of Expenses pursuant to this Section 5 shall not require approval of the Board or the Bylaws in respect stockholders of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claimCompany, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basisof any other person or body. The Secretary of the Company shall promptly advise the Board in writing of the request for advancement of Expenses, of the amount and other details of the advance and of the written undertaking required by to make repayment pursuant to this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense5.

Advancement of Expenses. The CompanyTo the extent not prohibited by law, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses the expenses incurred by or on behalf of Indemnitee in connection with any Proceeding proceeding, and such advancement shall be made promptly following request therefor, but in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten any event no later than twenty (1020) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements (which shall reasonably evidence the Expenses incurred include invoices received by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant expenses but, in the case of invoices in connection with legal services, any references to this Section 6 until legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is finally ultimately determined by a court of competent jurisdiction in a final non-appealable judgment of a court of competent jurisdiction that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise, and this right of advancement, including expenses incurred preparing and forwarding statements to the MGCLCompany to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the Declaration of Trust or fullest extent required by law, repay the Bylaws in respect of such Proceeding. To advance if and to the extent that Expenses advanced it is ultimately determined by a court of competent jurisdiction in a final non-appealable judgment of a court of competent jurisdiction that Indemnitee is not entitled to Indemnitee do not relate be indemnified by the Company, and that no other undertaking with respect to a specific claim, issue or matter in the Proceeding, such Expenses foregoing shall be allocated on a reasonable and proportionate basisrequired. The undertaking required by right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference not apply to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be claim made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseIndemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all All Expenses incurred by or on behalf of the Indemnitee in connection with defending any Proceeding described in which Indemnitee may Section 4 or 5 shall be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt paid by the Company in advance of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding at the request of the Indemnitee. Notwithstanding the foregoing, the Company shall not advance or continue to advance Expenses to the Indemnitee (except by reason of the fact that the Indemnitee is or was a director of the Company) if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith or in a manner that the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe his or her conduct was unlawful. Such statement determination shall be made: (i) by the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or statements not such majority constitutes a quorum; (ii) by a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (iii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (iv) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCLan undertaking, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of the Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses repay all amounts so advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified for such Expenses by the MGCL, the Declaration Company as provided by this Agreement or otherwise. The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basismade within 20 calendar days after the receipt by the Secretary of the Company of such written request. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability entitlement to repay such advanced Expenses and without under this Agreement shall include those incurred in connection with any requirement action, suit, or proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to post security therefor. At Indemnitee’s request, Section 11 of this Agreement (including the enforcement of this provision) to the extent the court or arbitrator shall determine that the Indemnitee is entitled to an advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseExpenses hereunder.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of be indemnified against such ProceedingExpenses. To the extent that Expenses advanced Any advances and undertakings to Indemnitee do not relate repay pursuant to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general unsecured and interest free. Notwithstanding the foregoing, the obligation by or on behalf of Indemnitee and the Company to advance Expenses pursuant to this Section 6 shall be accepted without reference subject to Indemnitee’s financial ability the condition that, if, when and to repay such advanced Expenses and without any requirement the extent that the Company determines that Indemnitee would not be permitted to post security therefor. At Indemnitee’s requestbe indemnified under applicable law (including for the avoidance of doubt, advancement of any such Expense in the event that a final non appealable judgment is given against Indemnitee which finds them to have acted dishonestly, fraudulently or with wilful default), the Company shall be entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; 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, any determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (and as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance any and all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, 's Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified by the MGCL, the Declaration of Trust or the Bylaws in respect of such ProceedingCompany. To the extent that Expenses advanced Any advances and undertakings to Indemnitee do not relate repay pursuant to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general unsecured and interest free. Notwithstanding the foregoing, the obligation by or on behalf of Indemnitee and the Company to advance Expenses pursuant to this Section 6 shall be accepted without reference subject to Indemnitee’s financial ability the condition that, if, when and to repay such advanced Expenses and without any requirement the extent that the Company determines that Indemnitee would not be permitted to post security therefor. At Indemnitee’s requestbe indemnified under applicable law, advancement of any such Expense the Company shall be entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; 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 Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance pay all Expenses reasonably incurred by by, or in the case of retainers to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any and all Expenses reasonably incurred by Indemnitee and previously paid by Indemnitee) in connection with any Proceeding Claim or Proceeding, whether brought by or in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness the right of the Company or otherwise, in advance of any determination respecting entitlement to indemnification pursuant to Article IV hereof (and shall continue to pay such Expenses after such determination, and until it shall ultimately be determined (in a final adjudication by reason a court from which there is no further right of Indemnitee’s appeal or in a final adjudication of an arbitration pursuant to Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company Status, against such Expenses) within ten (10) 10 days after the receipt by the Company of (a) a statement or statements written request from Indemnitee requesting such advance payment or advances payments from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee , and shall be preceded or accompanied by (b) a written affirmation by from Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification Indemnitee to be permitted to be indemnified under applicable law. Any such payment by the Company is referred to in this Agreement as authorized an “Expense Advance.” In connection with any request for an Expense Advance, if requested by the MGCLCompany, Indemnitee or Indemnitee’s counsel shall also submit an affidavit stating that the Declaration Expenses incurred were, or in the case of Trust retainers to be incurred are, reasonably incurred. Any dispute as to the reasonableness of the incurrence of any Expense shall not delay an Expense Advance by the Company, and the Bylaws has been met Company agrees that any such dispute shall be resolved only upon the disposition or conclusion of the underlying Claim against Indemnitee. Indemnitee hereby undertakes and agrees that Indemnitee will reimburse and repay the Company without interest for any Expense Advances to the extent that it shall ultimately be determined (in a written undertaking final adjudication by or on behalf a court from which there is no further right of Indemniteeappeal, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time a final adjudication of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding an arbitration pursuant to this Section 6 until it is finally determined 5.1, if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to indemnification be indemnified by the Company against such Expenses under the MGCLprovisions of this Agreement, the Declaration of Trust or Charter, the Bylaws in respect of such Proceedingthe Company, applicable law or otherwise. To Indemnitee shall not be required to provide collateral or otherwise secure the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter undertaking and agreement described in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basisprior sentence. The undertaking required by this Section 6 shall Company will be an unlimited general obligation by entitled to participate in the Claim or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseProceeding at its own expense.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all Expenses incurred by or on behalf of Indemnitee in connection with defense of any Proceeding in which Indemnitee may Indemnifiable Claim shall be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt paid by the Company in advance of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such ProceedingIndemnifiable Claim. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that right to such advancement is not subject to the satisfaction of any standard of conduct necessary for and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under this Agreement with respect to the Indemnifiable Claim or the absence of any prior determination to the contrary. Without limiting the generality or effect of the foregoing, within five Business Days after any request by Indemnitee (which request shall be accompanied by reasonable documentation evidencing the amount and nature of the Expenses claimed), the Company as authorized by the MGCLwill, the Declaration of Trust and the Bylaws has been met and a written undertaking by or in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee; (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses; or (c) reimburse Indemnitee for such Expenses (except in any instance where it has been previously determined that Indemnitee did not meet the applicable standard of conduct), in substantially each case to the form fullest extent permitted or required by the laws of Exhibit A hereto or in such other form as may be required under applicable law as the State of North Carolina in effect at on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of the execution thereofsuch permitted or required payment, to reimburse the portion advance or reimbursement of such Expenses; provided, however that Indemnitee will repay, without interest, any Expenses amounts actually advanced to Indemnitee relating to any claimsthat, issues or matters in at the Proceeding as final disposition of the Indemnifiable Claim to which it shall be finally determined that the standard advance related, were in excess of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred amounts paid or payable by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of Expenses incurred in defending such ProceedingIndemnifiable Claim. To In connection with, and as a condition to, any such payment, advancement or reimbursement, Indemnitee will execute and deliver to the extent that Expenses advanced Company an unsecured undertaking in the form attached hereto as Exhibit A (subject to Indemnitee do not relate to a specific claim, issue or matter filling in the Proceedingblanks therein and selecting from among the bracketed alternatives therein), such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall which will be accepted by the Company without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security thereforthe Expenses. At In no event will Indemnitee’s requestright to the payment, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of or reimbursement of Indemnitee’s payment of such Expense.Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertaking set forth in Exhibit A.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all All reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which (including costs of enforcement of this Agreement) shall be advanced from time to time by the Company to Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten twenty (1020) days after the receipt by the Company of a statement or statements from Indemnitee requesting such written request for an advance or advances from time to timeof Expenses, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence a Proceeding (except to the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief extent that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws there has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form Final Adverse Determination (as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined hereinafter defined) that Indemnitee is not entitled to indemnification be indemnified for such Expenses), including, without limitation, any Proceeding brought by or in the right of the Company. Advances shall be unsecured and interest free. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The written request for an advancement of any and all Expenses under this paragraph shall contain reasonable detail of the MGCL, Expenses incurred by Indemnitee. In the Declaration event that such written request shall be accompanied by an affidavit of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced counsel to Indemnitee do not relate to a specific claimthe effect that such counsel has reviewed such Expenses and that such Expenses are reasonable in such counsel’s view, issue or matter then such expenses shall be deemed reasonable in the Proceedingabsence of clear and convincing evidence to the contrary. By execution of this Agreement, Indemnitee undertakes to repay such Expenses advanced amounts if it shall ultimately be allocated on determined by a reasonable and proportionate basisFinal Adverse Determination that Indemnitee is not entitled to be indemnified by the Company. The undertaking Indemnitee shall not be required by this to reimburse the Company for any advances pursuant to Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference 3 until a Final Adverse Determination is made with respect to Indemnitee’s financial entitlement to indemnification. Advances shall be made without regard to Indemnitee’s ability to repay such advanced Expenses amounts and without any requirement regard to post security therefor. At Indemnitee’s requestultimate entitlement to indemnification under the other provisions of this Agreement. In the event that the Company shall breach its obligation to advance Expenses under this Section 3, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of parties hereto agree that Indemnitee’s payment of such Expenseremedies available at law would not be adequate and that Indemnitee would be entitled to specific performance.

Advancement of Expenses. (a) The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance all reasonable Expenses paid or incurred by or on behalf of the Indemnitee or which the Indemnitee determines are reasonably likely to be paid or incurred by the Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) 10 days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding; provided, however, that the 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. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of The Indemnitee’s good faith belief that right to such advancement is not subject to the satisfaction of any standard of conduct necessary for and is not conditioned upon any prior determination that the Indemnitee is entitled to indemnification under this Agreement with respect to such Proceeding or the absence of any prior determination to the contrary. All amounts advanced to the Indemnitee by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until 7 shall be without interest. The Company shall make all advances pursuant to this Section 7 without regard to the financial ability of the Indemnitee to make repayment, without bond or other security and without regard to the prospect of whether the Indemnitee may ultimately be found to be entitled to indemnification under the provisions of this Agreement. Any required reimbursement of Expenses by the Indemnitee shall be made by the Indemnitee to the Company with 10 days following the entry of the final, non-appealable adjudication or arbitration decision pursuant to which it is finally determined that the Indemnitee is not entitled to indemnification under the MGCLbe indemnified against such Expenses. In connection with any such advancement, payment or reimbursement, if delivery of an undertaking is a legally required condition precedent to such payment, advance or reimbursement, the Declaration of Trust or Indemnitee shall execute and deliver to the Bylaws Company an undertaking in respect of such Proceeding. To the extent that Expenses advanced form attached hereto as Exhibit A (subject to Indemnitee do not relate to a specific claim, issue or matter filling in the Proceedingblanks therein and selecting from among the bracketed alternatives therein). In no event shall the Indemnitee’s right to the payment, such advancement or reimbursement of Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by pursuant to this Section 6 shall 7(a) be an unlimited general obligation by conditioned upon any undertaking that is less favorable to the Indemnitee than, or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s requestthat is in addition to, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense.undertaking set forth in Exhibit A.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance all Expenses incurred by or Indemnitee subject to the terms of this Section 4. In order to procure an advancement of Expenses, Indemnitee must make a written demand on behalf the Company specifying the Expenses to be advanced, and must include in that written demand an undertaking that Indemnitee will promptly repay to the Company any such advance if and to the extent it is ultimately determined, under the procedure set forth under Article 7 of Indemnitee in connection with any Proceeding in the NYBCL, not to be entitled to indemnification or, where indemnification is granted, to the extent the Expenses so advanced exceed the indemnification to which Indemnitee may be involved, or is threatened entitled. The advances to be involved, including made hereunder shall be paid by the Company to Indemnitee as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within soon as practicable but in any event no later than ten (10) business days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred written demand by Indemnitee therefor. Indemnitee acknowledges and agrees that the obligation of the Company to make an advance payment of Expenses to Indemnitee pursuant to this Section 4(a) (an “Expense Advance”) shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief subject to the condition that, if, when and to the extent that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may Reviewing Party determines that Indemnitee would not be required permitted to be so indemnified under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubtlaw, the Company shall advance Expenses incurred be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or on Indemnitee’s behalf thereafter commences legal proceedings in connection with such a Proceeding pursuant court of competent jurisdiction to this Section 6 until it is finally determined secure a determination that Indemnitee is not entitled to indemnification should be indemnified under the MGCLapplicable law, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment Reviewing Party 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 Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of such Expense instead of reimbursement of appeal therefrom have been exhausted or lapsed). Indemnitee’s payment obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control (as defined in Section 10(b) hereof), the Reviewing Party shall be the person or body selected by the Board of Directors consisting of a member or members of the Board of Directors or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification. If there has been such Expensea Change in Control, the Reviewing Party shall be the Independent Legal Counsel referred to in Section 10(c) hereof. If the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Advancement of Expenses. The Company(a) If and whenever Indemnitee is, without requiring or is threatened to be made, a preliminary determination party to any Proceeding that may give rise to a right of Indemnitee’s ultimate entitlement Indemnitee to indemnification hereunderunder Section 2(a) or 2(b), shall the Company and the Partnership will, or will cause another Partnership Entity to, advance all Expenses reasonably incurred by or on behalf of Indemnitee in connection with any that Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten five (105) days after the receipt by Company or the Company of Partnership receives a statement or statements from Indemnitee requesting such the advance or advances from time to time, whether prior to or after final disposition of such that Proceeding. Such Each such statement or statements shall must reasonably evidence the Expenses incurred by or on behalf of Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it ultimately is finally determined that Indemnitee is not entitled to indemnification be indemnified by the Company and the Partnership under this Agreement against those Expenses. The Company and the MGCL, Partnership will accept any such undertaking without reference to the Declaration financial ability of Trust Indemnitee to make repayment. No objections based on or involving any question regarding the Bylaws in respect reasonableness of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference grounds for failure to advance to Indemnitee’s financial ability , or reimburse Indemnitee for, the amount claimed within such five (5) day period. If the Company, the Partnership or another Partnership Entity advances Expenses in connection with any Claim as to repay such advanced Expenses which Indemnitee has requested or may request indemnification under Section 2(a) and without any requirement a final and non-appealable judgment has been entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to post security therefor. At Section 2(a) Indemnitee acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s requestconduct was unlawful, advancement of any such Expense shall Indemnitee will not be made by required to reimburse the Company’s direct payment , the Partnership or that other Partnership Entity for those advances until the 180th day following the date of such Expense instead of reimbursement of Indemnitee’s payment of such Expensethat determination.

Advancement of Expenses. The CompanyIf so requested by Indemnitee, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance to Indemnitee, to the fullest extent permitted by applicable law, any and all Expenses incurred by Indemnitee (an “Expense Advance” or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, an “Advance”) within ten (10) 10 calendar days after the receipt by the Company of a statement or statements request from Indemnitee requesting such advance or advances from time to timefor an Advance, whether prior to or after final disposition of such any Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee shall, and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by hereby undertakes to, repay to the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses funds advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which paid on his or her behalf if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under indemnification. Indemnitee shall make any such repayment promptly following written notice of any such determination. Payment by the MGCL, Company of Indemnitee’s expenses in connection with any Proceeding in advance of the Declaration of Trust or final disposition thereof shall not be deemed an admission by the Bylaws in respect of such ProceedingCompany that it shall ultimately be determined that Indemnitee is entitled to indemnification. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses Any request for an Expense Advance shall be allocated on accompanied by an itemization of the Expenses for which advancement is sought, and a reasonable and proportionate basis. The undertaking required by this Section 6 reasonably detailed summary shall be an unlimited general obligation by or on behalf of Indemnitee and provided if the Company so requests. Advances shall be accepted made without reference regard to Indemnitee’s financial ability to repay such advanced Expenses and without the Expenses. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Illinois to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment Reviewing Party 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 Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of such Expense instead of reimbursement of appeal therefrom have been exhausted or have lapsed). Indemnitee’s payment of such Expenseobligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement Indemnitee shall have the right to indemnification hereunder, shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt advancement by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding. Such statement any Indemnifiable Claim of any and all Expenses relating to, arising out of or statements shall reasonably evidence the Expenses resulting from any Indemnifiable Claim paid or incurred by Indemnitee and or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee; provided that Indemnitee shall not be preceded or accompanied by entitled to request the advancement of Expenses more than 60 days in advance of the date on which Indemnitee reasonably determines such Expenses are likely to be paid. Indemnitee's right to such advancement is not subject to the satisfaction of any standard of conduct. Indemnitee shall submit to the Company a written affirmation request specifying the Expenses for which Indemnitee seeks an advancement under this Section 3, together with documentation reasonably evidencing that Indemnitee has incurred such Expenses or, if such Expenses have not yet been incurred, a reasonably detailed estimate of such Expenses and an undertaking to provide such documentation once the estimated Expenses have been incurred. Within twenty days after any such request properly made by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by , the Company as authorized by the MGCLshall, the Declaration of Trust and the Bylaws has been met and a written undertaking by or in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in substantially the form of Exhibit A hereto an amount sufficient to pay such Expenses, or in (c) reimburse Indemnitee for such other form as may be required under applicable law as in effect at the time of the execution thereofExpenses; provided that Indemnitee shall repay, to reimburse the portion of without interest, any Expenses amounts actually advanced to Indemnitee relating to any claims, issues that are in excess of amounts paid or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred payable by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of Expenses relating to, arising out of or resulting from such ProceedingIndemnifiable Claim. To In connection with any such payment, advancement or reimbursement, Indemnitee shall execute and deliver to the extent that Expenses advanced to Indemnitee do Company an undertaking, which need not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee secured and shall be accepted without reference to Indemnitee’s financial 's ability to repay such the Expenses, by or on behalf of the Indemnitee, to repay, without interest, any amounts paid, advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made or reimbursed by the Company’s direct payment Company in respect of Expenses relating to, arising out of or resulting from any Indemnifiable Claim in respect of which it shall have been determined, following the final disposition of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseIndemnifiable Claim, that Indemnitee is not entitled to indemnification hereunder.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, 's Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten (10) 10 days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within 30 days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any provision to the contrary in Article VI hereof, without requiring a preliminary determination the Company shall advance to the Indemnitee all Expenses which, by reason of the Indemnitee’s ultimate entitlement to indemnification hereunderCorporate Status, shall advance all Expenses were incurred by or on behalf of for Indemnitee in connection with any Proceeding for which the Indemnitee is entitled to indemnification pursuant to Article IV hereof, in which advance of the final disposition of such Proceeding, provided that all of the following are satisfied: (i) the Indemnitee may be involved, or is threatened was made a party to be involved, including as a party, a witness or otherwise, the proceeding by reason of Indemnitee’s Company Status, within ten service as a director or officer of the Company; (10ii) days after the receipt by Indemnitee provides the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a with written affirmation by Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification by the Company as authorized pursuant to Article IV hereof; (iii) the Indemnitee provides the Company with a written agreement (the “Undertaking”) to repay the amount paid or reimbursed by the MGCLCompany, together with the Declaration applicable legal rate of Trust interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct; and (iv) the Bylaws has been met legal proceeding was initiated by a third party who is not a stockholder of the Company or, if by a stockholder of the Company acting in his or her capacity as such, a court of competent jurisdiction approves such advancement. The Indemnitee shall be required to execute and a written undertaking by or on behalf of Indemnitee, submit the Undertaking to repay Expenses Advanced in substantially the form of Exhibit A attached hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof. The Undertaking shall reasonably evidence the Expenses incurred by or for the Indemnitee and shall contain the written affirmation by the Indemnitee, to reimburse the portion described above, of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined Indemnitee’s good faith belief that the standard of conduct necessary for indemnification has not been met and which have not been successfully resolved as described in Section 5met. For the avoidance of doubt, the The Company shall advance such expenses within five (5) business days after the receipt by the Company of the Undertaking. The Indemnitee hereby agrees to repay any Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until advanced hereunder if it is finally shall ultimately be determined that the Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced undertaking to Indemnitee do not relate repay pursuant to a specific claim, issue or matter in the Proceeding, such Expenses Article V shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expenseunsecured.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws MGCL has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws law in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance pay all Expenses reasonably incurred by by, or (in the case of retainers) to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any and all Expenses reasonably incurred by Indemnitee and previously paid by Indemnitee) in connection with any Proceeding Claim or Proceeding, whether brought by or in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness the right of the Company or otherwise, in advance of any determination respecting entitlement to indemnification pursuant to Article IV hereof (and shall continue to pay such Expenses after such determination, and until it shall ultimately be determined (in a final adjudication by reason a court from which there is no further right of Indemnitee’s appeal or in a final adjudication of an arbitration pursuant to Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company Status, against such Expenses) within ten (10) 10 days after the receipt by the Company of (a) a statement or statements written request from Indemnitee requesting such advance payment or advances payments from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee , and shall be preceded or accompanied by (b) a written affirmation by from Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification Indemnitee to be permitted to be indemnified under applicable law. Any such payment by the Company is referred to in this Agreement as authorized an “Expense Advance.” In connection with any request for an Expense Advance, if requested by the MGCLCompany, Indemnitee or Indemnitee’s counsel shall also submit an affidavit stating that the Declaration Expenses incurred were, or (in the case of Trust retainers) to be incurred are, reasonably incurred. Any dispute as to the reasonableness of the incurrence of any Expense shall not delay an Expense Advance by the Company, and the Bylaws has been met and a written undertaking by Company agrees that any such dispute shall be resolved only upon the disposition or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time conclusion of the execution thereof, to reimburse the portion of any Expenses advanced to underlying Claim against Indemnitee relating to any claims, issues or matters in the Proceeding as to which an Expense Advance is requested. Indemnitee hereby undertakes and agrees that Indemnitee will reimburse and repay the Company (without interest) for any Expense Advances to the extent that it shall ultimately be finally determined that the standard (in a final adjudication by a court from which there is no further right of conduct has not been met and which have not been successfully resolved as described appeal, or in Section 5. For the avoidance a final adjudication of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding an arbitration pursuant to this Section 6 until it is finally determined 5.1, if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to indemnification be indemnified by the Company against such Expenses under the MGCLprovisions of this Agreement, the Declaration of Trust Charter, the Bylaws, applicable law or otherwise. The Company hereby accepts or shall accept the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter undertaking and agreement described in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted preceding sentence without reference to IndemniteeIndemnittee’s financial ability to repay such advanced Expenses an Expense Advance, and without any requirement Indemnitee shall not be required to post security thereforprovide collateral or otherwise secure the undertaking and agreement described in the prior sentence. At Indemnitee’s request, advancement of any such Expense shall The Company will be made by entitled to participate in the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseClaim or Proceeding at its own expense.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all All reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which (including costs of enforcement of this Agreement) shall be advanced from time to time by the Company and the Partnership to Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten twenty (1020) days after the receipt by the Company of a statement or statements from Indemnitee requesting such written request for an advance or advances from time to timeof Expenses, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence a Proceeding (except to the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief extent that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws there has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form Final Adverse Determination (as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined hereinafter defined) that Indemnitee is not entitled to indemnification under be indemnified for such Expenses), including, without limitation, any Proceeding brought by or in the MGCL, right of the Declaration of Trust Company or the Bylaws in respect Partnership. Advances shall be unsecured and interest free. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The written request for an advancement of any and all Expenses under this paragraph shall contain reasonable detail of the Expenses incurred by Indemnitee. In the event that such Proceeding. To the extent that Expenses advanced written request shall be accompanied by an affidavit of counsel to Indemnitee do not relate to a specific claimthe effect that such counsel has reviewed such Expenses and that such Expenses are reasonable in such counsel’s view, issue or matter then such expenses shall be deemed reasonable in the Proceedingabsence of clear and convincing evidence to the contrary. By execution of this Agreement, Indemnitee undertakes to repay such Expenses advanced amounts if it shall ultimately be allocated on determined by a reasonable and proportionate basisFinal Adverse Determination that Indemnitee is not entitled to be indemnified by the Company or the Partnership. The undertaking Indemnitee shall not be required by this to reimburse the Company or the Partnership for any advances pursuant to Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference 3 until a Final Adverse Determination is made with respect to Indemnitee’s financial entitlement to indemnification. Advances shall be made without regard to Indemnitee’s ability to repay such advanced Expenses amounts and without any requirement regard to post security therefor. At Indemnitee’s requestultimate entitlement to indemnification under the other provisions of this Agreement. In the event that the Company or the Partnership shall breach its obligation to advance Expenses under this Section 3, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of parties hereto agree that Indemnitee’s payment of such Expenseremedies available at law would not be adequate and that Indemnitee would be entitled to specific performance.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance pay all Expenses reasonably incurred by by, or in the case of retainers to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any and all Expenses reasonably incurred by Indemnitee and previously paid by Indemnitee) in connection with any Proceeding Claim or Proceeding, whether brought by or in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness the right of the Company or otherwise, in advance of any determination respecting entitlement to indemnification pursuant to Article IV hereof (and shall continue to pay such Expenses after such determination, and until it shall ultimately be determined (in a final adjudication by reason a court from which there is no further right of Indemnitee’s appeal or in a final adjudication of an arbitration pursuant to Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company Status, against such Expenses) within ten thirty (1030) days after the receipt by the Company of (a) a statement or statements written request from Indemnitee requesting such advance payment or advances payments from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee , and shall be preceded or accompanied by (b) a written affirmation by from Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification Indemnitee to be permitted to be indemnified under applicable law. Any such payment by the Company is referred to in this Agreement as authorized an “Expense Advance.” In connection with any request for an Expense Advance, if requested by the MGCLCompany, Indemnitee or Indemnitee’s counsel shall also submit an affidavit stating that the Declaration Expenses incurred were, or in the case of Trust retainers to be incurred are, reasonably incurred. Any dispute as to the reasonableness of the incurrence of any Expense shall not delay an Expense Advance by the Company, and the Bylaws has been met Company agrees that any such dispute shall be resolved only upon the disposition or conclusion of the underlying Claim against Indemnitee. Indemnitee hereby undertakes and agrees that Indemnitee will reimburse and repay the Company without interest for any Expense Advances to the extent that it shall ultimately be determined (in a written undertaking final adjudication by or on behalf a court from which there is no further right of Indemniteeappeal, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time a final adjudication of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding an arbitration pursuant to this Section 6 until it is finally determined 5.1, if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to indemnification be indemnified by the Company against such Expenses under the MGCLprovisions of this Agreement, the Declaration of Trust or Charter, the Bylaws in respect of such Proceedingthe Company, applicable law or otherwise. To Indemnitee shall not be required to provide collateral or otherwise secure the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter undertaking and agreement described in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basisprior sentence. The undertaking required by this Section 6 shall Company will be an unlimited general obligation by entitled to participate in the Claim or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseProceeding at its own expense.

Advancement of Expenses. The CompanyExcept as set forth below, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Corporation shall advance pay all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involvedor Claim, or is threatened to be involved, including as a party, a witness whether brought by the Corporation or otherwise, by reason in advance of Indemnitee’s Company Status, any determination respecting entitlement to indemnification pursuant to Article 5 hereof within ten (10) 10 days after the receipt by the Company Corporation of a statement or statements written request from Indemnitee requesting such advance payment or advances payments from time to time, whether prior to or after final disposition of such ProceedingProceeding or Claim. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. Indemnitee hereby undertakes and agrees that Indemnitee will reimburse and repay the Corporation for any Expenses so advanced to the extent that it shall ultimately be preceded or accompanied determined by a written affirmation by Indemnitee Court in a final adjudication from which there is no further right of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCLappeal, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification be indemnified against such Expenses. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to the advancement of expenses under the MGCLAgreement if a determination has been made by a judicial authority or governmental entity or agency or, absent such determination, any such authority, entity or agency has taken a position or issued any guidance stating, that the advancement of expenses to an indemnitee in a manner similar to that contemplated in this Agreement constitutes a personal loan in contravention of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002 or any similar law or regulation. In addition, in light of the foregoing, Indemnitee agrees that he or she shall not be entitled to, and Indemnitee hereby waives, the Declaration right to the advancement of Trust expenses in connection with any indemnification rights permitted under the Corporation’s Restated Articles of Incorporation or By-laws, or under the Bylaws laws of the State of Texas or otherwise, if a determination has been made by a judicial authority or governmental entity or agency or, absent such determination, any such authority, entity or agency has taken a position or issued any guidance stating, that the advancement of expenses to an indemnitee in respect a manner similar to that contemplated in this Agreement constitutes a personal loan in contravention of such ProceedingSection 402 of the Act or any similar law or regulation. To If the extent that advancement of Expenses advanced to the Indemnitee do not relate to a specific claim, issue or matter is restricted by applicable law as set forth in the Proceedingthis Section, such Expenses restriction shall be allocated on a reasonable and proportionate basis. The undertaking required by not otherwise affect the Corporation’s obligations to indemnify or make contributions to the Indemnitee, as applicable, as contemplated in this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseAgreement.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance pay all Expenses reasonably incurred by by, or in the case of retainers to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any and all Expenses reasonably incurred by Indemnitee and previously paid by Indemnitee) in connection with any Proceeding in which Indemnitee may be involvedClaim or Proceeding, or is threatened to be involved, including as a party, a witness whether brought by the Company or otherwise, in advance of any adverse determination respecting entitlement to indemnification pursuant to Article IV hereof (and shall continue to pay such Expenses after such determination and until it shall ultimately be determined (in a final adjudication by reason a court or in a final adjudication of Indemnitee’s an arbitration pursuant to Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company Status, against such Expenses) within ten (10) 10 days after the receipt by the Company of (a) a statement or statements written request from Indemnitee requesting such advance payment or advances payments from time to time, whether prior to or after final disposition of such Claim or Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee , and shall be preceded or accompanied by (b) a written affirmation by from Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification Indemnitee to be permitted to be indemnified under applicable law. Any such payment by the Company is referred to in this Agreement as authorized an “Expense Advance.” In connection with any request for an Expense Advance, if requested by the MGCLCompany, Indemnitee or Indemnitee’s counsel shall also submit an affidavit stating that the Declaration Expenses incurred were, or in the case of Trust retainers to be incurred are, reasonably incurred. Any dispute as to the reasonableness of the incurrence of any Expense shall not delay an Expense Advance by the Company, and the Bylaws has been met Company agrees that any such dispute shall be resolved only upon the disposition or conclusion of the underlying Claim or Proceeding. Indemnitee hereby undertakes and agrees that Indemnitee will reimburse and repay the Company without interest for any Expense Advances to the extent that it shall ultimately be determined (in a written undertaking final adjudication by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto a court or in such other form as may be required under applicable law as in effect at the time a final adjudication of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding an arbitration pursuant to this Section 6 until it is finally determined 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made indemnified by the Company’s direct payment of Company against such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseExpenses. Indemnitee shall not be required to provide collateral or otherwise secure any undertaking or agreement under this Agreement.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all All Expenses incurred by or on behalf of the Indemnitee in connection with defending any Proceeding described in which Indemnitee may Section 4 or 5 shall be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt paid by the Company in advance of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding at the request of the Indemnitee. Notwithstanding the foregoing, the Company shall not advance or continue to advance Expenses to the Indemnitee if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith or in a manner that the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe his or her conduct was unlawful. Such statement determination shall be made: (i) by the Board of Directors by a majority vote of directors who are not parties to such proceeding, whether or statements not such majority constitutes a quorum; (ii) by a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCLan undertaking, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of the Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses repay all amounts so advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified for such Expenses by the MGCL, the Declaration Company as provided by this Agreement or otherwise. The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basismade within 20 calendar days after the receipt by the Secretary of the Company of such written request. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability entitlement to repay such advanced Expenses and without under this Agreement shall include those incurred in connection with any requirement action, suit, or proceeding by the Indemnitee seeking an adjudication pursuant to post security therefor. At Indemnitee’s request, Section 11 of this Agreement (including the enforcement of this provision) to the extent the court shall determine that the Indemnitee is entitled to an advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseExpenses hereunder.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Corporation shall advance pay all Expenses expenses incurred by or on behalf of Indemnitee in connection with defending any Proceeding civil, criminal, administrative or investigative action, suit or proceeding referenced in which Indemnitee may be involvedsubsections (a) or (b) hereof (but not amounts actually paid in settlement of any such action, suit or is threatened to be involved, including as a party, a witness or otherwise, by reason proceeding) in advance of Indemnitee’s Company Status, within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceedingaction, suit or proceeding. Such statement Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation; provided, however, that if Indemnitee has commenced or statements thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified, any determination made pursuant to Section 2(b) below that Indemnitee is not entitled to be indemnified by the Corporation shall reasonably evidence not be binding with respect to the Expenses incurred advancement of expenses by the Corporation and Indemnitee shall continue to be eligible to have expenses advanced under this Section 1(d) and shall not be preceded 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 accompanied by lapsed). The Corporation shall advance expenses without regard to Indemnitee’s ability to repay such expenses. Prior to the advancement of expenses pursuant to this Section 1(d), Indemnitee shall provide the Corporation with a written affirmation by Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the applicable standard of conduct necessary for indemnification by set forth in Sections 1(a) and 1(b) above. The Corporation may require that Indemnitee furnish an additional written statement(s) prior to each advancement of expenses stating that Indemnitee undertakes to repay such amounts advanced if, and to the Company as authorized by the MGCLextent that, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made indemnified by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseCorporation.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, 's Corporate Status within ten (10) 10 days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within 30 days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance pay all reasonable Expenses incurred by by, or in the case of retainers to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any and all Expenses reasonably incurred by Indemnitee and previously paid by Indemnitee) in connection with any Proceeding in which Indemnitee may be involvedClaim or Proceeding, or is threatened to be involved, including as a party, a witness whether brought by the Company or otherwise, by reason in advance of Indemnitee’s Company Status, any determination respecting entitlement to indemnification pursuant to Article IV hereof within ten (10) 10 days after the receipt by the Company of (a) a statement or statements written request from Indemnitee requesting such advance payment or advances payments from time to time, whether prior to or after final disposition of such Proceeding, and (b) a written affirmation from Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for Indemnitee to be permitted to be indemnified under applicable law. Such statement or statements shall reasonably evidence the Expenses incurred incurred, or in the case of retainers to be incurred, by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification . Any such payment by the Company is referred to in this Agreement as authorized an “Expense Advance.” In connection with any request for an Expense Advance, if requested by the MGCLCompany, Indemnitee or Indemnitee’s counsel shall also submit an affidavit stating that the Declaration Expenses incurred were, or in the case of Trust retainers to be incurred are, reasonable. Any dispute as to the reasonableness of any Expense shall not delay an Expense Advance by the Company, and the Bylaws has been met Company agrees that any such dispute shall be resolved only upon the disposition or conclusion of the underlying Claim against Indemnitee. Indemnitee hereby undertakes and a written undertaking by or on behalf agrees (which agreement shall be an unsecured obligation of Indemnitee, ) that Indemnitee will reimburse and repay the Company without interest for any Expenses Advance to the extent that it shall ultimately be determined (in substantially the form a final adjudication by a court from which there is no further right of Exhibit A hereto appeal or in such other form as may be required under applicable law as in effect at the time a final adjudication of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding an arbitration pursuant to this Section 6 until it is finally determined 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made indemnified by the Company’s direct payment of Company against such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseExpenses.

Advancement of Expenses. The CompanyUpon receipt by the Corporation of a written request by the Director for the advancement of Expenses, without requiring accompanied by reasonably itemized evidence of Expenses incurred, and the documents specified in Section (3)(ii) above (collectively, referred to hereinafter as the “Request for Advancement of Expenses”), a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunderin accordance with Sections 33-8-530 and 33-8-550, shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involvedas amended, or any successor provisions thereof, of the Corporation Law shall be made within 30 days as to whether the facts then known to those making the determination preclude indemnification under the Corporation Law. If the determination is threatened to be involvednot made, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Statusfor whatever reason, within ten (10) 30 days after from the receipt of the Request for Advancement of Expenses that based on the facts then known to those making the determination the Director would be precluded from indemnification, then the Director shall be entitled to the advancement of Expenses to the extent of his Request for Advancement of Expenses. If the determination is made that the facts known would not preclude indemnification under the Corporation Law or if no determination has been made within 30 days of the receipt by the Company Corporation of the Request for Advancement of Expenses, the Corporation shall advance such expenses to the Director within 10 days after the determination has been made or the passage of the 30 days without any determination having been made. Once a statement determination has been made that indemnification is not precluded in connection with a Proceeding, or statements from Indemnitee requesting in the event a determination is not made on a timely basis as set forth above, the Corporation shall continue to make advances to the Director for Expenses with respect to that Proceeding until such advance or advances from time to as a subsequent determination based on additional facts is made that determines that indemnification is precluded under the Corporation Law. Once the Corporation has commenced advancing Expenses as set forth above, at the Director’s exclusive discretion, the Corporation shall assume direct responsibility for the payment of Expenses, until such time, if ever, as the Corporation makes the determination that based on the facts then known to those making the determination the Director would be precluded from indemnification under this Agreement or otherwise. The Director shall be entitled to advancement of Expenses under this section without regard to whether prior a determination has been made as to or after final disposition whether he is entitled to indemnification. In addition, the Director’s entitlement to the advancement of such Proceeding. Such statement or statements Expenses shall reasonably evidence the include those Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee in connection with his efforts to obtain the advancement of Indemnitee’s good faith belief Expenses hereunder. In the event that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally is determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For Director is prohibited by law from retaining such advances the avoidance of doubt, the Company Director shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expenseadvances.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all All Expenses incurred by or on behalf of the Indemnitee in connection with defending any Proceeding described in which Indemnitee may Sections 4 or 5 shall be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt paid by the Company in advance of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding at the request of the Indemnitee. Notwithstanding the foregoing, the Company shall not advance or continue to advance Expenses to the Indemnitee if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith or in a manner that the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe his or her conduct was unlawful. Such statement determination shall be made: (i) by the Board by a majority vote of directors who are not parties to such proceeding, whether or statements not such majority constitutes a quorum; (ii) by a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; or (iii) if there are no such directors, or if such directors so direct, by Independent Counsel in a written opinion to the Board , a copy of which shall be delivered to the Indemnitee. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCLan undertaking, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of the Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses repay all amounts so advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified for such Expenses by the MGCL, the Declaration Company as provided by this Agreement or otherwise. The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basismade within 20 calendar days after the receipt by the Secretary of the Company of such written request. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability entitlement to repay such advanced Expenses and without under this Agreement shall include those incurred in connection with any requirement action, suit, or proceeding by the Indemnitee seeking an adjudication pursuant to post security therefor. At Indemnitee’s request, Section 11 of this Agreement (including the enforcement of this provision) to the extent the court shall determine that the Indemnitee is entitled to an advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseExpenses hereunder.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunderthe extent allowed by applicable law, the Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten twenty (1020) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements (i) shall reasonably evidence the Expenses incurred by Indemnitee and Indemnitee, (ii) shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification such documentation and information as is reasonably requested by the Company as authorized to determine the nature of the Proceeding and whether Indemnitee is entitled to the advancement of Expenses, and (iii) shall include or be preceded by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within sixty (60) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The CompanyNotwithstanding any provision to the contrary in Article VI hereof, without requiring a preliminary determination the Company shall advance to the Indemnitee all Expenses which, by reason of the Indemnitee’s ultimate entitlement to indemnification hereunderCorporate Status, shall advance all Expenses were incurred by or on behalf of Indemnitee for him in connection with any Proceeding for which the Indemnitee is entitled to indemnification pursuant to Article IV hereof, in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason advance of Indemnitee’s Company Status, within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement , provided that all of the following are satisfied: (i) the Indemnitee was made a party to the proceeding by reason of his service as a director or statements shall reasonably evidence officer of the Expenses incurred by Company, (ii) the Indemnitee and shall be preceded or accompanied by a provides the Company with written affirmation by Indemnitee of Indemnitee’s his good faith belief that he has met the standard of conduct necessary for indemnification by the Company as authorized pursuant to Article IV hereof, (iii) the Indemnitee provides the Company with a written agreement (the “Undertaking”) to repay the amount paid or reimbursed by the MGCLCompany, together with the Declaration applicable legal rate of Trust interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct, and (iv) the Bylaws has been met legal proceeding was initiated by a third party who is not a stockholder of the Company or, if by a stockholder of the Company acting in his or her capacity as such, a court of competent jurisdiction approves such advancement. The Indemnitee shall be required to execute and a written undertaking by or on behalf of Indemnitee, submit the Undertaking to repay Expenses advanced in substantially the form of Exhibit A attached hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof. The Undertaking shall reasonably evidence the Expenses incurred by or for the Indemnitee and shall contain the written affirmation by the Indemnitee, to reimburse the portion described above, of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined his good faith belief that the standard of conduct necessary for indemnification has not been met and which have not been successfully resolved as described in Section 5met. For the avoidance of doubt, the The Company shall advance such expenses within five (5) business days after the receipt by the Company of the Undertaking. The Indemnitee hereby agrees to repay any Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until advanced hereunder if it is finally shall ultimately be determined that the Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced undertaking to Indemnitee do not relate repay pursuant to a specific claim, issue or matter in the Proceeding, such Expenses this Article V shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expenseunsecured.

Advancement of Expenses. The Company(a) If and whenever Indemnitee is, without requiring or is threatened to be made, a preliminary determination party to any Proceeding that may give rise to a right of Indemnitee’s ultimate entitlement Indemnitee to indemnification hereunderunder Section 3(a), shall the Company and the Partnership will, or will cause another Partnership Entity to, advance all Expenses reasonably incurred by or on behalf of Indemnitee in connection with any that Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten five (105) days after the receipt by Company or the Company of Partnership receives a statement or statements from Indemnitee requesting such the advance or advances from time to time, whether prior to or after final disposition of such that Proceeding. Such Each such statement or statements shall must reasonably evidence the Expenses incurred by or on behalf of Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it ultimately is finally determined that Indemnitee is not entitled to indemnification be indemnified by the Company and the Partnership under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basisSection 3(a) against those Expenses. The Company and the Partnership will accept any such undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s the financial ability of Indemnitee to repay such advanced Expenses and without any requirement to post security thereformake repayment. At Indemnitee’s request, advancement of any such Expense shall be made by If the Company’s direct payment , the Partnership or another Partnership Entity advances Expenses in connection with any Claim as to which Indemnitee has requested or may request indemnification under Section 3(a) and a determination is made under Section 6(c) that Indemnitee is not entitled to that indemnification, Indemnitee will not be required to reimburse the Company, the Partnership or that other Partnership Entity for those advances until the 180th day following the date of such Expense instead of reimbursement of Indemnitee’s payment of such Expensethat determination; provided, however, that if Indemnitee timely commences and thereafter prosecutes in good faith a judicial proceeding or arbitration under Section 8(a) or otherwise to obtain that indemnification, Indemnitee will not be required to reimburse the Company, the Partnership or that other Partnership Entity for those Expenses until a determination in that proceeding or arbitration that Indemnitee is not entitled to that indemnification has become final and nonappealable.

Advancement of Expenses. The Company(a) Notwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement and to indemnification hereunderthe fullest extent not prohibited by applicable law and the Articles, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten thirty (1030) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Advances shall include any and all reasonable Expenses incurred (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) pursuing an Enforcement Proceeding (as set term is defined in Section 7 below), including Expenses incurred preparing and forwarding statements to the MGCLCompany to support the advances claimed. For the purposes of this paragraph, assume all references to a “Proceeding” in the Declaration definition of Trust or the Bylaws in respect of such Expenses refer an Enforcement Proceeding). To the fullest extent that Expenses permitted by applicable law, the Indemnitee shall not be required to reimburse the Company such amounts advanced to Indemnitee do not relate to until a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference final determination has been made with respect to Indemnitee’s financial ability entitlement to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of indemnification under any such Expense Enforcement Proceeding pursuant to Section 6(d). This Section 5(a) shall be not apply to any claim made by the Company’s direct Indemnitee for which an indemnification, hold harmless or exoneration payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expenseis excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

Advancement of Expenses. The CompanyExcept as otherwise provided in Section 13, the Company shall, without requiring a preliminary determination of the Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance advance, pay or reimburse all Expenses reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding in to which the Indemnitee may be involvedis, or is threatened to be involved, including as a partymade, a witness or otherwise, party by reason of the Indemnitee’s Company Corporate Status, in advance of the final disposition of such Proceeding, from time to time and as incurred, within ten (10) days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably include satisfactory evidence and documentation as to the amount of such Expenses incurred by Indemnitee and shall be preceded or accompanied by (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that he has met the standard of conduct necessary for indemnification by the Company Company, as authorized by the MGCL, the Declaration of Trust MGCL and the Bylaws has been met this Agreement and (ii) a written undertaking by or on behalf of Indemniteeundertaking, in substantially the form of attached hereto as Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, by or on behalf of the Indemnitee to reimburse repay the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall ultimately be finally determined established, by clear and convincing evidence, that the Indemnitee has not met such standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is therefore not entitled to indemnification under be indemnified against such Expenses. The Indemnitee’s written certification together with a copy of the MGCL, statement paid or to be paid by the Declaration of Trust or Indemnitee shall constitute satisfactory evidence as to the Bylaws in respect amount of such ProceedingExpenses. To the extent that Expenses advanced to the Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 9 shall be an unlimited general obligation by or on behalf of the Indemnitee and shall be accepted without reference to the Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense Advances shall be made by unsecured and interest free. Such advances are deemed to be an obligation of the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseCompany to the Indemnitee hereunder, and shall in no event be deemed a personal loan.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement Indemnitee shall have the right to indemnification hereunder, shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt advancement by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding. Such statement any Indemnifiable Claim of any and all Expenses relating to, arising out of or statements shall reasonably evidence the Expenses resulting from any Indemnifiable Claim paid or incurred by Indemnitee and shall or which Indemnitee determines are reasonably likely to be preceded paid or accompanied incurred by a written affirmation by Indemnitee of Indemnitee. Indemnitee’s good faith belief that right to such advancement is not subject to the satisfaction of any standard of conduct necessary for indemnification conduct. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company as authorized by the MGCLshall, the Declaration of Trust and the Bylaws has been met and a written undertaking by or in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. For purposes of obtaining payments of Expenses in advance of final disposition, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit A attached hereto and made a part hereof (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein, the “Undertaking”), averring that the Indemnitee has reasonably incurred or will reasonably incur actual Expenses in such other form as may defending an Indemnifiable Claim. The Undertaking need not be required under applicable law as in effect secured and the Company must accept the Undertaking without reference to Indemnitee’s ability to repay the Expenses. Unless at the time of the execution thereofIndemnitee’s act or omission at issue, the Constituent Documents prohibit such advances by specific reference to reimburse ORC Section l701.13(E)(5)(a) or unless the portion of any Expenses advanced to only liability asserted against the Indemnitee relating to any claims, issues or matters in the Proceeding as subject action, suit or proceeding is pursuant to which it ORC Section 1701.95, the Indemnitee shall be finally eligible to execute Part A of the Undertaking by which the Indemnitee undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which the Indemnitee undertakes to repay such amount if it ultimately is determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if the Indemnitee is required to do so under the MGCLterms of both Part A and Part B of the Undertaking. In no event shall Indemnitee’s right to the payment, advancement or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the Declaration of Trust or the Bylaws undertakings set forth in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense.Exhibit A.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement Indemnitee will have the right to indemnification hereunder, shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt advancement by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding. Such statement any Indemnifiable Claim of any and all Expenses relating to, arising out of or statements shall reasonably evidence the Expenses resulting from any Indemnifiable Claim paid or incurred by Indemnitee and shall or which Indemnitee determines are reasonably likely to be preceded paid or accompanied incurred by a written affirmation by Indemnitee of Indemnitee. Indemnitee’s good faith belief that right to such advancement is not subject to the satisfaction of any standard of conduct necessary for indemnification conduct. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company as authorized by the MGCLwill, the Declaration of Trust and the Bylaws has been met and a written undertaking by or in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee will repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. For purposes of obtaining payments of Expenses in advance of final disposition, the Indemnitee will submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit A attached hereto and made a part hereof (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein, the “Undertaking”), averring that the Indemnitee has reasonably incurred or will reasonably incur actual Expenses in such other form as may defending an Indemnifiable Claim. The Undertaking need not be required under applicable law as in effect secured and the Company must accept the Undertaking without reference to Indemnitee’s ability to repay the Expenses. Unless at the time of the execution thereofIndemnitee’s act or omission at issue, the Constituent Documents prohibit such advances by specific reference to reimburse ORC Section l701.13(E)(5)(a) or unless the portion of any Expenses advanced to only liability asserted against the Indemnitee relating to any claims, issues or matters in the Proceeding as subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee will be eligible to execute Part A of the Undertaking by which the Indemnitee undertakes to: (i) repay such amount if it shall is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee will be finally eligible to execute Part B of the Undertaking by which the Indemnitee undertakes to repay such amount if it ultimately is determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto will be required to be repaid by the Indemnitee only if the Indemnitee is required to do so under the MGCLterms of both Part A and Part B of the Undertaking. In no event will Indemnitee’s right to the payment, advancement or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the Declaration of Trust or the Bylaws undertakings set forth in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense.Exhibit A.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten thirty (1030) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of be indemnified against such ProceedingExpenses. To the extent that Expenses advanced Any advances and undertakings to Indemnitee do not relate repay pursuant to a specific claim, issue or matter in the Proceeding, such Expenses this Section 5 shall be allocated on a reasonable unsecured and proportionate basisinterest free. The This Section 5 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9. [Comment: As noted above, Section 145(e) provides for the advancement of attorney’s fees and other expenses to officers and directors in connection with any civil, criminal, administrative or investigative proceeding. Section 145(e) conditions any advance upon receipt of an undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability such director or officer to repay such amount if it is ultimately determined that such individual is not entitled to be indemnified by the corporation. Section 5 is modeled after Section 145(e), except that it makes the corporation’s duty to advance expenses mandatory rather than permissive. Section 5 also supplements Section 145(e) in various respects. Section 5 requires payment within thirty (30) days after receipt of a request for advancement (provided the request includes a statement of the expenses and an undertaking to repay any advance expenses if it is determined that the indemnitee is not entitled to indemnification against such expenses). Section 5 also provides that the Company is not required to advance expenses to the Indemnitee for claims for which indemnification is not permitted pursuant to this Agreement. As an alternative to requiring a separate undertaking from Indemnitee, the Agreement could provide that the execution and delivery of the Agreement itself constitutes the required undertaking by including the following language: “The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced Expenses (without interest) by the Company pursuant to this Section 5, if and without any requirement only to post security therefor. At Indemnitee’s request, advancement of any such Expense shall the extent that it is ultimately determined that Indemnitee is not entitled to be made indemnified by the Company’s direct payment . No other form of such Expense instead undertaking shall be required other than the execution of reimbursement of Indemnitee’s payment of such Expensethis Agreement.”]

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all All Expenses incurred by or on behalf of the Indemnitee in connection with defending any Proceeding described in which Indemnitee may Sections 4 or 5 shall be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt paid by the Company in advance of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding at the request of the Indemnitee. Notwithstanding the foregoing, the Company shall not advance or continue to advance Expenses to the Indemnitee if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith or in a manner that the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe his or her conduct was unlawful. Such statement determination shall be made: (i) by the Board by a majority vote of directors who are not parties to such proceeding, whether or statements not such majority constitutes a quorum; (ii) by a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum or (iii) if there are no such directors, or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCLan undertaking, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of the Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses repay all amounts so advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified for such Expenses by the MGCL, the Declaration Company as provided by this Agreement or otherwise. The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basismade within 20 calendar days after the receipt by the Secretary of the Company of such written request. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability entitlement to repay such advanced Expenses and without under this Agreement shall include those incurred in connection with any requirement action, suit, or proceeding by the Indemnitee seeking an adjudication pursuant to post security therefor. At Indemnitee’s request, Section 11 of this Agreement (including the enforcement of this provision) to the extent the court shall determine that the Indemnitee is entitled to an advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseExpenses hereunder.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance to Indemnitee any and all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, (an “Expense Advance”) within ten (10) 5 calendar days after the receipt by the Company of a statement or statements written request from Indemnitee requesting such advance or advances from time to timefor an Expense Advance, whether prior to or after final disposition of such any Proceeding. Such statement or statements shall reasonably evidence ; provided, however, that, if and to the extent that the DGCL requires, an advancement of Expenses incurred by the Indemnitee and in his capacity as a director of the Company shall be preceded or accompanied by a written affirmation by Indemnitee made only upon delivery of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemniteethe Indemnitee to repay all amounts so advanced if it ultimately shall be determined by final judicial decision from which there is no further right to appeal that the Indemnitee is not entitled to be indemnified for such Expenses under this Agreement or otherwise. Indemnitee shall, in substantially and hereby undertakes to, repay to the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of Company any Expenses funds advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or paid on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until if it is finally shall ultimately be determined that Indemnitee is not entitled to indemnification under indemnification. Indemnitee shall make any such repayment promptly following written notice of any such determination. Payment by the MGCL, Company of Indemnitee’s expenses in connection with any Proceeding in advance of the Declaration of Trust or final disposition thereof shall not be deemed an admission by the Bylaws in respect of such ProceedingCompany that it shall ultimately be determined that Indemnitee is entitled to indemnification. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses Any request for an Expense Advance shall be allocated on accompanied by an itemization of the Expenses for which advancement is sought, and a reasonable and proportionate basis. The undertaking required by this Section 6 reasonably detailed summary shall be an unlimited general obligation by or on behalf of Indemnitee and provided if the Company so requests. Expense Advances shall be accepted made without reference regard to Indemnitee’s financial ability to repay such advanced Expenses and without the Expenses. If Indemnitee has commenced legal proceedings in the Chancery Court of the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment Reviewing Party 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 Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of such Expense instead of reimbursement of appeal therefrom have been exhausted or have lapsed). Indemnitee’s payment of such Expenseobligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement to the contrary, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance or directly pay all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Statusrelevant hereto, within ten (10) 10 days after the receipt by the Company of a any statement or statements from Indemnitee requesting such advance advances or advances payments from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by on behalf of, or charged to Indemnitee. In connection herewith, as a written affirmation by Indemnitee condition to any advancement or direct payment of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking any Expenses incurred by or on behalf of IndemniteeIndemnitee in connection with any Proceeding, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee hereby agrees and undertakes to reimburse the portion of repay any Expenses advanced or paid hereunder, and Indemnitee shall, at the request of the Company, execute one or more agreements and undertakings in reasonable form, in favor of the Company or any insurer or other Person reasonably selected by the Company, to repay any Expenses advanced or paid if ultimately it is determined that Indemnitee relating is not entitled to be indemnified or reimbursed for such Expenses in any claimsgiven instance, issues or matters in accordance with applicable law and the Proceeding Certificate of Incorporation and By-laws of the Company, as the foregoing may be amended from time to which it time. The foregoing undertaking to repay such Expenses by Indemnitee shall be finally determined that unsecured and interest-free. Notwithstanding the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubtforegoing, the obligation of the Company shall to advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined shall be subject to the condition that if, when and to the extent that the Company reasonably determine that Indemnitee would not be permitted to be indemnified under applicable law (subject to the terms and conditions of Section 7) the Company shall be entitled to reimbursement within 30 days of such determination by Indemnitee for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that he should be indemnified under applicable law any determination made by the Company that Indemnitee is not entitled to indemnification under applicable law in a given instance shall not be binding, and Indemnitee shall not be required to reimburse the MGCL, the Declaration of Trust Company for any advance or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or have lapsed).

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance pay all Expenses reasonably incurred by by, or in the case of retainers to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any and all Expenses reasonably incurred by Indemnitee and previously paid by Indemnitee) in connection with any Proceeding in which Indemnitee may be involvedClaim or Proceeding, or is threatened to be involved, including as a party, a witness whether brought by the Company or otherwise, in advance of any determination respecting entitlement to indemnification pursuant to Article IV hereof (and shall continue to pay such Expenses after such determination and until it shall ultimately be determined (in a final adjudication by reason a court from which there is no further right of Indemnitee’s appeal or in a final adjudication of an arbitration pursuant to Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company Status, against such Expenses) within ten (10) 10 days after the receipt by the Company of (a) a statement or statements written request from Indemnitee requesting such advance payment or advances payments from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee , and shall be preceded or accompanied by (b) a written affirmation by from Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification Indemnitee to be permitted to be indemnified under applicable law. Any such payment by the Company is referred to in this Agreement as authorized an “Expense Advance.” In connection with any request for an Expense Advance, if requested by the MGCLCompany, Indemnitee or Indemnitee’s counsel shall also submit an affidavit stating that the Declaration Expenses incurred were, or in the case of Trust retainers to be incurred are, reasonably incurred. Any dispute as to the reasonableness of the incurrence of any Expense shall not delay an Expense Advance by the Company, and the Bylaws has been met Company agrees that any such dispute shall be resolved only upon the disposition or conclusion of the underlying Claim against Indemnitee. Indemnitee hereby undertakes and agrees that Indemnitee will reimburse and repay the Company without interest for any Expense Advances to the extent that it shall ultimately be determined (in a written undertaking final adjudication by or on behalf a court from which there is no further right of Indemnitee, in substantially the form of Exhibit A hereto appeal or in such other form as may be required under applicable law as in effect at the time a final adjudication of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding an arbitration pursuant to this Section 6 until it is finally determined 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to indemnification under be indemnified by the MGCL, Company against such Expenses. Indemnitee shall not be required to provide collateral or otherwise secure the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter undertaking and agreement described in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expenseprior sentence.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall promptly advance all the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding Proceeding, and in which Indemnitee may any event such advancement shall be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, made within ten thirty (1030) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements (which shall reasonably evidence the Expenses incurred and include invoices received by Indemnitee and in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that included with the standard of conduct necessary for indemnification by the invoice). The Company as authorized by the MGCLshall, the Declaration of Trust and the Bylaws has been met and a written undertaking by or in accordance with such statement (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in substantially the form of Exhibit A hereto an amount sufficient to pay such Expenses, or in (c) reimburse Indemnitee for such other form as may be required under applicable law as in effect at the time of the execution thereof, Expenses. Indemnitee hereby undertakes to reimburse the portion of repay any Expenses that are advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to under this Section 6 until (without interest) to the fullest extent required by law if and to the extent that it is finally ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the Expenses. Advances shall include any and all Expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including reasonable Expenses incurred preparing and forwarding statements to the MGCL, Company to support the Declaration advances claimed. The right to advances under this Section shall continue until final disposition of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the any Proceeding, such Expenses shall be allocated on a reasonable and proportionate basisincluding any appeal therein. The undertaking required by this This Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference not apply to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be claim made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseIndemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. The CompanyIf by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall, without requiring a preliminary determination of the Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all reasonable Expenses incurred by or on behalf of the Indemnitee in connection with any (a) such Proceeding in which Indemnitee may be involvedis initiated by a third party who is not a stockholder of the Company, or (b) such Proceeding which is threatened initiated by a stockholder of the Company acting in his or her capacity as such and for which a court of competent jurisdiction specifically approves such advancement, and which relates to acts or omissions with respect to the performance of duties or services on behalf of the Company. Such advance or advances shall be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, made within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such ProceedingProceeding and may be in the form of, in the reasonable discretion of the Indemnitee (but without duplication), (a) payment of such Expenses directly to third parties on behalf of the Indemnitee, (b) advancement to the Indemnitee of funds in an amount sufficient to pay such Expenses or (c) reimbursement to the Indemnitee for the Indemnitee’s payment of such Expenses. Such statement or statements shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust law and the Bylaws by this Agreement has been met and a written undertaking (the “Undertaking”) by or on behalf of the Indemnitee, in substantially the form of attached hereto as Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee the Indemnitee, together with the Applicable Legal Rate of interest thereon, relating to any claims, issues or matters in the Proceeding as to which it shall ultimately be finally determined established, by clear and convincing evidence, that the standard of conduct has not been met by the Indemnitee and which have not been successfully resolved as described in Section 5. For the avoidance 4.3 of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such ProceedingAgreement. To the extent that Expenses advanced to the Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 Article V shall be an unlimited general obligation by or on behalf of the Indemnitee and shall be accepted without reference to the Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense.

Advancement of Expenses. The CompanyNotwithstanding any provision to the contrary in Article VI hereof, without requiring a preliminary determination the Company shall advance to the Indemnitee all Expenses which, by reason of the Indemnitee’s ultimate entitlement to indemnification hereunderCorporate Status, shall advance all Expenses were incurred by or on behalf of for Indemnitee in connection with any Proceeding for which the Indemnitee is entitled to indemnification pursuant to Article IV hereof, in which advance of the final disposition of such Proceeding, provided that all of the following are satisfied: (i) the Indemnitee may be involved, or is threatened was made a party to be involved, including as a party, a witness or otherwise, the proceeding by reason of Indemnitee’s Company Statusservice as a director or officer of the Company, within ten (10ii) days after the receipt by Indemnitee provides the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a with written affirmation by Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification by the Company as authorized pursuant to Article IV hereof, (iii) the Indemnitee provides the Company with a written agreement (the “Undertaking”) to repay the amount paid or reimbursed by the MGCLCompany, together with the Declaration applicable legal rate of Trust interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct, and (iv) the Bylaws has been met legal proceeding was initiated by a third party who is not a stockholder of the Company or, if by a stockholder of the Company acting in his or her capacity as such, a court of competent jurisdiction approves such advancement. The Indemnitee shall be required to execute and a written undertaking by or on behalf of Indemnitee, submit the Undertaking to repay Expenses advanced in substantially the form of Exhibit A attached hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof. The Undertaking shall reasonably evidence the Expenses incurred by or for the Indemnitee and shall contain the written affirmation by the Indemnitee, to reimburse the portion described above, of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined Indemnitee’s good faith belief that the standard of conduct necessary for indemnification has not been met and which have not been successfully resolved as described in Section 5met. For the avoidance of doubt, the The Company shall advance such expenses within five (5) business days after the receipt by the Company of the Undertaking. The Indemnitee hereby agrees to repay any Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until advanced hereunder if it is finally shall ultimately be determined that the Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced undertaking to Indemnitee do not relate repay pursuant to a specific claim, issue or matter in the Proceeding, such Expenses this Article V shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expenseunsecured.

Advancement of Expenses. The CompanyAn indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 6.7 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. Without limiting the generality of the foregoing, without requiring a preliminary determination each indemnifying party, as an interim measure during the pendency of Indemnitee’s ultimate entitlement any claim, action, investigation, inquiry or proceeding arising out of or based upon any matter or subject for which indemnity (or contribution in lieu thereof) would be available to indemnification hereunderany indemnified party under any provision of this Section 6.7, shall advance promptly reimburse each indemnified party, as often as invoiced therefor (but in no event more often than monthly), for all Expenses reasonable legal or other expenses incurred by or on behalf of Indemnitee in connection with the investigation or defense of any Proceeding in which Indemnitee may be involvedsuch claim, action, investigation, inquiry or is threatened proceeding, notwithstanding the absence of any judicial determination as to be involved, including as a party, a witness the propriety or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time enforceability of the execution thereof, indemnifying party's obligation to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in indemnified party for such expenses and notwithstanding the Proceeding as to which it shall be finally determined possibility that the standard obligations to pay such expenses might later have been held to be improper by a court of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceedingcompetent jurisdiction. To the extent that Expenses any such interim reimbursement is held to be improper, the indemnified party agrees to promptly return the amount so advanced to Indemnitee do the indemnifying party, together with interest, compounded monthly, at the prime rate (or other commercial lending rate for borrowers of the highest credit standing) listed from time to time in The Wall Street Journal which represents the base rate on corporate loans posted by a substantial majority of the nation's thirty (30) largest banks. Any such interim reimbursement payments which are not relate made to the indemnified party within thirty (30) days of a specific claim, issue or matter request therefor shall bear interest at such prime rate from the date of such request to the extent such reimbursement payments are ultimately determined to be proper obligations of the indemnifying party. To the extent required by any underwriter in connection with the Proceeding, such Expenses execution of any underwriting agreement pursuant to which the holders of Registrable Securities shall be allocated on a reasonable and proportionate basis. The undertaking required by selling any shares of Common Stock, the Company shall agree to advancement of the expenses of such underwriter to at least the same extent as provided in this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense6.7(e).

Advancement of Expenses. The Indemnitee shall have the right to advancement by the Company, without requiring a preliminary determination prior to the final disposition of Indemnitee’s ultimate entitlement any Claim by final adjudication to indemnification hereunderwhich there are no further rights of appeal, shall advance of any and all Expenses actually and reasonably paid or incurred by or on behalf of Indemnitee in connection with reviewing, investigating, defending, settling or appealing any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason Claim arising out of an Indemnifiable Event. Indemnitee’s Company Statusright to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within ten (10) business days after the receipt any request by Indemnitee, the Company of a statement or statements from Indemnitee requesting shall, in accordance with such advance or advances from time to timerequest, whether prior to or after final disposition of (a) pay such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by or on behalf of Indemnitee, (b) advance to Indemnitee funds in substantially the form of Exhibit A hereto an amount sufficient to pay such Expenses, or in (c) reimburse Indemnitee for such other form as may Expenses. In connection with any request for Expense Advances, Indemnitee shall not be required under applicable law as in effect at to provide any documentation or information to the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined extent that the standard of conduct has not been met provision thereof would undermine or otherwise jeopardize attorney-client privilege. In connection with any request for Expense Advances, Indemnitee shall execute and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, deliver to the Company shall advance an undertaking to repay any amounts paid, advanced, or reimbursed by the Company for such Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until the extent that it is finally determined ultimately determined, following the final disposition of such Claim, that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basishereunder. The undertaking required Company shall make the Expense Advances contemplated by this Section 6 shall be an unlimited general obligation by or on behalf 4 regardless of Indemnitee and shall be accepted without reference to the Indemnitee’s financial ability to repay such advanced Expenses make repayment, and without any requirement regardless of whether indemnification of the Indemnitee by the Company will ultimately be required. Any Expense Advances pursuant to post security therefor. At Indemnitee’s request, advancement of any such Expense this Section 4 shall be made unsecured and no interest shall be charged thereon. Except as specifically set forth in this Section 4, the Company shall not impose on the Indemnitee additional conditions to Expense Advances or require from the Indemnitee additional undertakings regarding repayment. The right to Expense Advance shall not apply to (i) any Claim against an officer, director or other agent of the Company brought by the Company’s direct payment Company and approved by a majority of the authorized members of the Board which alleges willful misappropriation of corporate assets by such Expense instead officer, director or other agent or wrongful disclosure of reimbursement of Indemnitee’s payment of such Expenseconfidential information, or (ii) any claim for which indemnification is excluded pursuant to this Agreement.

Advancement of Expenses. Except as limited by Section 3 above, all Expenses incurred by the Indemnitee in defending any Proceeding described in Section 4 or 5 shall be paid by the Company in advance of the final disposition of such Proceeding at the request of the Indemnitee. The Company, Indemnitee’s right to advancement shall not be subject to the satisfaction of any standard of conduct and advances shall be made without requiring a preliminary determination of regard to the Indemnitee’s ultimate entitlement to indemnification hereunderunder the provisions of this Agreement or otherwise. To receive an advancement of Expenses under this Agreement, the Indemnitee shall advance all submit a written request to the Secretary of the Company. Such request shall include a schedule with supporting documentation relating thereto, setting forth in detail the Expenses incurred by the Indemnitee (which may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law), and shall include or be accompanied by an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced if it shall ultimately be determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened not entitled to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting indemnified for such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized provided by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking by this Agreement or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5otherwise. For the avoidance of doubt, a single undertaking by the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled 16 may cover all funds advanced from time to indemnification under the MGCL, the Declaration of Trust or the Bylaws time in respect of such a Proceeding. To the extent that Expenses advanced The Indemnitee agrees to Indemnitee do repay all such amounts promptly following any such final judicial decision. The Indemnitee’s undertaking to repay any such amounts is not relate required to a specific claim, issue or matter in the Proceeding, be secured. Each such advancement of Expenses shall be allocated on a reasonable and proportionate basismade within 20 calendar days after the receipt by the Secretary of the Company of such written request. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability entitlement to repay such advanced Expenses and without under this Agreement shall include those incurred in connection with any requirement action, suit, or proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to post security therefor. At Indemnitee’s request, Section 11 of this Agreement (including the enforcement of this provision) to the extent the court or arbitrator shall determine that the Indemnitee is entitled to an advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such ExpenseExpenses hereunder.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, Corporate Status within ten (10) 30 days after the receipt by the Company of a written statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of be indemnified against such ProceedingExpenses. To the extent that Expenses advanced Any advances and undertakings to Indemnitee do not relate repay pursuant to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general unsecured and interest free. Notwithstanding the foregoing, the obligation by or on behalf of Indemnitee and the Company to advance Expenses pursuant to this Section 6 shall be accepted without reference subject to Indemnitee’s financial ability the condition that, if, when and to repay such advanced Expenses the extent that the Company determines (in accordance with the presumptions and without any requirement procedures set forth herein) that Indemnitee would not be permitted to post security therefor. At Indemnitee’s requestbe indemnified under applicable law, advancement of any such Expense the Company shall be entitled to be reimbursed, within 30 days of such determination, by him for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings to secure a determination that he should be indemnified under applicable law, any determination made by the Company’s direct payment 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 such Expense instead of reimbursement of Expenses until a final judicial determination is made with respect thereto. Indemnitee’s payment of entitlement to such ExpenseExpenses shall include those incurred in connection with any Proceeding by Indemnitee seeking adjudication pursuant to this Agreement.

Advancement of Expenses. The CompanyNotwithstanding any other provision of this Agreement to the contrary, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance or directly pay all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company StatusProceeding, within ten (10) days after the receipt by the Company of a any statement or statements from Indemnitee requesting such advance advances or advances payments from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded by, or accompanied by on behalf of, or charged to Indemnitee. In connection herewith, as a written affirmation by Indemnitee condition to any advancement or direct payment of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written undertaking any Expenses incurred by or on behalf of IndemniteeIndemnitee in connection with any Proceeding, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee hereby agrees and undertakes to reimburse the portion of repay any Expenses advanced or paid hereunder, and Indemnitee shall, at the request of the Company, execute one or more agreements and undertakings in reasonable form, in favor of the Company or any insurer or other Person reasonably selected by the Company, to repay any Expenses advanced or paid if ultimately it is determined that Indemnitee relating is not entitled to be indemnified or reimbursed for such Expenses in any claimsgiven instance, issues or matters in accordance with applicable law and the Proceeding Charter and By-laws of the Company, as the foregoing may be amended from time to which it time. The foregoing undertaking to repay such Expenses by Indemnitee shall be finally determined that unsecured and interest-free. Notwithstanding the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubtforegoing, the obligation of the Company shall to advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined shall be subject to the condition that if, when and to the extent that the Company reasonably determines that Indemnitee would not be permitted to be indemnified under applicable law (subject to the terms and conditions of Section 7) the Company shall be entitled to reimbursement within 30 days of such determination by Indemnitee for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that he should be indemnified under applicable law any determination made by the Company that Indemnitee is not entitled to indemnification under applicable law in a given instance shall not be binding, and Indemnitee shall not be required to reimburse the MGCL, the Declaration of Trust Company for any advance or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or have lapsed).

Advancement of Expenses. The CompanyNotwithstanding any other provision of this ----------------------- Agreement, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, 's Corporate Status within ten (10) 10 days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, Indemnitee to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which if it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to indemnification under be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the MGCLforegoing, the Declaration obligation of Trust or the Bylaws in respect of such Proceeding. To Company to advance Expenses pursuant to this Section 5 shall be subject to the condition that, if, when and to the extent that Expenses advanced the Company determines that Indemnitee would not be permitted to Indemnitee do not relate to a specific claimbe indemnified under applicable law, issue or matter in the Proceeding, such Expenses Company shall be allocated on entitled to be reimbursed, within 30 days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a reasonable and proportionate basis. The undertaking required by this Section 6 shall court of competent jurisdiction to secure a determination that Indemnitee should be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without indemnified under applicable law, any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be determination made by the Company’s direct payment 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 such Expense instead Expenses until a final judicial determination is made with respect thereto (as to which all rights of reimbursement of Indemnitee’s payment of such Expenseappeal therefrom have been exhausted or lapsed).

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, shall advance all All reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which shall be advanced to Indemnitee may be involved, or is threatened from time to be involved, including as a party, a witness or otherwise, time by reason of Indemnitee’s Company Status, the Corporation to the fullest extent permitted by applicable law within ten (10) 20 days after the receipt by the Company Corporation of a statement or statements from Indemnitee requesting written request for the advancement of any such advance or advances from time to timeExpenses, whether prior to before or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence a Proceeding (except to the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief extent that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws there has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined Final Adverse Determination that Indemnitee is not entitled to indemnification under the MGCLbe indemnified for any such Expenses), the Declaration of Trust including without limitation any Proceeding brought by or the Bylaws in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basisright of the Corporation. The undertaking required by written request for an advancement of Expenses under this Section 6 3(a) shall be an unlimited general obligation contain reasonable details of the Expenses incurred by or on behalf of Indemnitee for which advancement is thereby requested. By executing such a request, Indemnitee shall be deemed to have made such written affirmation of Indemnitee's good faith belief that Indemnitee has met the standard of conduct required by law to be met to entitle Indemnitee to such advancement of Expenses (including, without limiting the generality of the foregoing, Indemnitee's written affirmation of Indemnitee's good faith belief that Indemnitee has met the relevant standard of conduct described in Section 490.851 of the Iowa Business Corporation Act (the "IBCA") or that the Proceeding involved conduct for which Liability has been eliminated under a provision of the Articles of Incorporation as authorized by Section 490.202, subsection 2, part d of the IBCA). Advancement of Expenses by the Corporation in connection with any Proceeding shall be made only upon delivery to the Corporation of a written undertaking to repay any funds advanced if the Indemnitee is not entitled to mandatory indemnification under Section 490.852 of the IBCA and shall it is ultimately determined that the Indemnitee has not met the relevant standard of conduct required for indemnification under the IBCA. Such undertaking must be an unlimited general obligation of Indemnitee that need not be secured and may be accepted without reference to Indemnitee’s financial ability to make repayment; provided, however, that under no circumstances shall Indemnitee be deemed to have undertaken to repay such advanced to the Corporation Expenses and without any requirement for which Indemnitee has the right to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expenseindemnified under this Agreement or otherwise.

Advancement of Expenses. The Company, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, Company shall advance all Expenses incurred to the Indemnitee within thirty (30) business days of such request (an “Expense Advance”); provided, however, that if required by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may applicable corporate laws such Expenses shall be involved, or is threatened advanced only upon delivery to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL, the Declaration of Trust and the Bylaws has been met and a written an undertaking by or on behalf of Indemniteethe Indemnitee to repay such amount if it is ultimately determined by a court of competent jurisdiction in a final judgement, in substantially the form of Exhibit A hereto or in such other form as may be required under applicable law as in effect at the time of the execution thereofnot subject to appeal, to reimburse the portion of any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant to this Section 6 until it is finally determined that Indemnitee is not entitled to be indemnified by the Company; and provided further, that the Company shall make such advances only to the extent permitted by law. The Indemnitee’s obligation to reimburse the Company for Expense Advances pursuant to this Section 3 shall be unsecured and no interest shall be charged thereon. Advances shall include any an all Expenses of Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement or otherwise, and this right of advancement. In the MGCLevent the Company shall be obligated hereunder to pay the Expenses of any Proceeding, the Declaration of Trust or Company shall be entitled to assume the Bylaws in respect defense of such Proceeding, with counsel reasonably approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. To After delivery of such notice, approval of such counsel by the extent that Expenses advanced Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee do under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Proceeding; provided that, (i) the Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Proceeding at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves only in a review, observer, advice and counseling capacity and does not relate to a specific claim, issue otherwise materially control or matter participate in the Proceedingdefense of such proceeding; and (iii) if either (A) the engagement of counsel by the Indemnitee has been previously authorized by the Company, (B) such Expenses Indemnitee shall be allocated on have reasonably concluded that there is a reasonable conflict of interest between the Company and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of such Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement in the conduct of any such Expense defense, or (C) the Company shall not continue to retain such counsel to defend such Proceeding, then the fees and expenses of the Indemnitee’s counsel shall be made by at the expense of the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense.

Advancement of Expenses. The (a) Subject to subsection 3(b), before final adjudication of a Proceeding (including any Proceeding by or in right of the Company), without requiring a preliminary determination upon Indemnitee's request pursuant to Section 4 below, the Company will promptly either advance Expenses directly or reimburse Indemnitee for all Expenses. As used in this Agreement, the term "Expenses" means all reasonable costs and expenses (including attorneys' fees, costs of Indemnitee’s ultimate entitlement to indemnification hereunderinvestigation, shall advance all Expenses costs of defense of legal actions, expert fees, other professional fees, court costs, and costs of attachment or similar bonds) incurred by or on behalf of Indemnitee in connection with any Proceeding in which a Proceeding, other than judgments, penalties, fines and settlement amounts. (b) Advancement of Expenses pursuant to paragraph (a) shall not be made unless and until each of the following conditions has been satisfied: (1) The Indemnitee may be involved, or is threatened has furnished to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Company Status, within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s his or her good faith belief that the Indemnitee has met the applicable standard of conduct necessary for indemnification by set forth in 11A V.S.A., Chapter 8, Subchapter 5-Indemnification; (2) The Indemnitee has furnished to the Company as authorized by the MGCLa written, the Declaration of Trust and the Bylaws has been met and a written unlimited general undertaking by or on behalf of Indemnitee(which undertaking may be unsecured), in substantially the form of Exhibit A hereto executed personally or in such other form as may be required under applicable law as in effect at the time of the execution thereofIndemnitee's behalf, to reimburse the portion of repay any Expenses advanced to Indemnitee relating to any claims, issues or matters in the Proceeding as to which and all advances if it shall be finally is ultimately determined that the Indemnitee did not meet the standard of conduct referred to in clause (l) above; (3) A determination has been made by the Reviewing Party (as defined below) that the facts then known to the Reviewing Party would not been met and which have not been successfully resolved as described preclude indemnification under 11A V.S.A., Chapter 8, Subchapter 5. The Company shall cause the determination by the Reviewing Party to be made within forty-five (45) days following a submission by the Indemnitee of a written request for advancement of Expenses. For purposes of this Section 3, the "Reviewing Party" shall be selected in accordance with the procedures set forth in Section 56 below. For (c) Notwithstanding the avoidance of doubtundertaking referred to in Subsection (b)(2) above, in no circumstances shall Indemnitee be deemed to have undertaken to repay the Company shall advance for Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such a Proceeding pursuant as to this Section 6 until it is finally determined that which Indemnitee is not entitled to indemnification under the MGCL, the Declaration of Trust or the Bylaws in respect of such Proceedinghereunder. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of any such Expense shall be made by the Company’s direct payment of such Expense instead of reimbursement of Indemnitee’s payment of such Expense4.