Common use of Advances of Expenses Clause in Contracts

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the CompanyThe Company will advance to Indemnitee, and notwithstanding any provision of this Agreement prior to the contrary but subject to Section 7(c) final adjudication of any Proceeding of this Agreement, the Company shall advanceany and all Expenses relating to, arising out of or resulting from any Proceeding (other than a Proceeding for which indemnification is excluded pursuant to the extent not prohibited by law, the Expenses reasonably Section 4(g)) paid or incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or which Indemnitee determines are reasonably likely to be paid or incurred within the next 30 days) from time by Indemnitee. The right to time, whether prior to or after advances under this Section 9 in all events continues until final disposition of any Proceeding, including all possible appeals therefrom. Advances shall be unsecured and interest free. Advances shall must be made without regard to Indemnitee’s 's ability to repay the Expenses and without regard to Indemnitee’s 's ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall must be unsecured and interest free. Advances include any and all reasonable Expenses incurred in pursuing an action to enforce this right of advancement, including Expenses incurred in preparing and forwarding statements to the Company or its insurance carrier(s) to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery . (b) Indemnitee's right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within fifteen (15) business days after any request by Indemnitee, the Company must, in accordance with such request (but without duplication), (i) pay such Expenses on behalf of Indemnitee, (ii) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (iii) reimburse Indemnitee for such Expenses. (c) Indemnitee undertakes to the fullest extent permitted by law to repay the amounts advanced pursuant to this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance (without interest) if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified therefor by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there undertaking may be a conflict of interest between required other than the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) execution of this Agreement. (d) Indemnitee must use commercially reasonable efforts to provide documentation to the Company relating to Expenses as incurred in order to permit the Company to properly deduct the advancement of Expenses pursuant to this Section 9; provided, however, that Indemnitee will only be required to provide such documentation to the extent that such provision will not constitute a waiver of the attorney-client privilege or the work product doctrine.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, advance the Expenses reasonably incurred by Indemnitee in connection with any ProceedingProceeding prior to its final disposition, and such advancement shall be made within 30 days as soon as reasonably practicable, but in any event no later than 90 days, after the receipt by the Company of a written statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses but, whether prior in the case of invoices in connection with legal services, any references to legal work performed or after final disposition of to expenditure made that would cause Indemnitee to waive any Proceedingprivilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free. Advances shall be free and made without regard to Indemnitee’s ability to repay the Expenses and without regard such advances. Indemnitee hereby undertakes to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include repay 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this . This Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval 0 shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect apply to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; extent advancement is prohibited by law and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee Proceeding (or any part of any Proceeding) for which indemnity is excluded not permitted under this Agreement, but shall apply to any Proceeding (or any part of any Proceeding) referenced in Section 0 or 0 prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 6(a0, no advance shall be made by the Company to Indemnitee in any Proceeding if a determination is reasonably and promptly made (i) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or (cii) by a committee or subcommittee of this Agreementsuch directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by Independent Counsel in a written opinion, that facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in the best interests of the Company.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within 30 as soon as possible but in any event no later than thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. The Company shall, in accordance with such request for advancement (but without duplication), either (i) pay such Expenses on behalf of Indemnitee, or (ii) reimburse Indemnitee for such Expenses. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within 30 10 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee 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 so included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest interest-free. Advances shall be made without regard to IndemniteeIxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision other provisions of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advance, to the extent not prohibited by law, advance the Expenses reasonably incurred by Indemnitee or on behalf of the Indemnitee in connection with any Proceeding through the final disposition of such Proceeding, and such advancement shall be made within as soon as reasonably practicable, but in any event no later than 30 days days, after the receipt by the Company of a written statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses but, whether prior in the case of invoices in connection with legal services, any references to legal work performed or after final disposition of to expenditures made that would cause Indemnitee to waive any Proceedingprivilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free. Advances shall be free and made without regard to Indemnitee’s ability to repay the Expenses and without regard such advances. (b) Indemnitee hereby undertakes to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include repay 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined by final judgment from which there is no further right of appeal that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required of Indemnitee other than the execution of this Agreement. (c) This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding referenced in Section 7(b), 7(c), or 7(e) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the CompanyThe Company will advance to Indemnitee, and notwithstanding any provision of this Agreement prior to the contrary but subject to Section 7(c) final adjudication of any Proceeding of this Agreement, the Company shall advanceany and all Expenses relating to, arising out of or resulting from any Proceeding (other than a Proceeding for which indemnification is excluded pursuant to the extent not prohibited by law, the Expenses reasonably Section 4(g)) paid or incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or which Indemnitee determines are reasonably likely to be paid or incurred within the next 30 days) from time by Indemnitee. The right to time, whether prior to or after advances under this Section 9 in all events continues until final disposition of any Proceeding, including all possible appeals therefrom. Advances shall be unsecured and interest free. Advances shall must be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall must be unsecured and interest free. Advances include any and all reasonable Expenses incurred in pursuing an action to enforce this right of advancement, including Expenses incurred in preparing and forwarding statements to the Company or its insurance carrier(s) to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery . (b) Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within fifteen (15) business days after any request by Indemnitee, the Company must, in accordance with such request (but without duplication), (i) pay such Expenses on behalf of Indemnitee, (ii) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (iii) reimburse Indemnitee for such Expenses. (c) Indemnitee undertakes to the fullest extent permitted by law to repay the amounts advanced pursuant to this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance (without interest) if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified therefor by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there undertaking may be a conflict of interest between required other than the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) execution of this Agreement. (d) Indemnitee must use commercially reasonable efforts to provide documentation to the Company relating to Expenses as incurred in order to permit the Company to properly deduct the advancement of Expenses pursuant to this Section 9; provided, however, that Indemnitee will only be required to provide such documentation to the extent that such provision will not constitute a waiver of the attorney-client privilege or the work product doctrine.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c), and such advancement shall be made within 30 as soon as possible but in any event no later than thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. The Company shall, in accordance with such request for advancement (but without duplication), either (i) pay such Expenses on behalf of Indemnitee, or (ii) reimburse Indemnitee for such Expenses. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) by the Company pursuant to this Section 10, if and only to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) furtherance of the Articles of Incorporation relevant requirements of the Company, Bylaws and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advance, to the fullest extent not prohibited permitted by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 ten days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee 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 included with the invoice), whether prior to to, or after after, final disposition of any ProceedingProceeding (including any appeal). Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including including, without limitation, Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking undertaking, providing that the Indemnitee will undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. . To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification, and shall request payment thereof. The Company shall (a) pay Expenses on behalf of Indemnitee, (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery advance to Indemnitee of written notice of its election so funds in an amount sufficient to do. After delivery of pay such noticeExpense, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreementreimburse Indemnity for such Expenses.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 ten (10) days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 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 will undertakes to the fullest extent required by law to repay the advance if and to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) 8. The right to advances under this paragraph shall in all events continue until final disposition of this Agreementany Proceeding, including any appeal therefrom.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) VI C of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s his counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by lawTo The Maximum Extent Permitted By Law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this AgreementDeed. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Deed which shall constitute an undertaking providing that Indemnitee undertakes to the Indemnitee will maximum extent required by law to repay the advance if and to the extent that it is 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. (b) In the event the Company is obligated . The right to advances under this Section 7 hereof to pay, and pays the Expenses paragraph shall in all events continue until final disposition of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by including any appeal therein. Nothing in this Section 9 shall limit Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the ’s right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 6(a) or (c13(e) of this AgreementDeed.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, advance the Expenses reasonably incurred by Indemnitee in connection with any ProceedingProceeding prior to its final disposition, and such advancement shall be made within as soon as reasonably practicable, but in any event no later than 30 days days, after the receipt by the Company of a written statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses but, whether prior in the case of invoices in connection with legal services, any references to legal work performed or after final disposition of to expenditure made that would cause Indemnitee to waive any Proceedingprivilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free. Advances shall be , made without regard to Indemnitee’s ability to repay the Expenses such advances, and made without regard to Indemnitee’s ultimate entitlement to indemnification and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of applicable insurance policy (including, without limitation, whether such advancement, including Expenses incurred preparing and forwarding statements payment or reimbursement is withheld, conditioned or delayed by the insurer(s)). Indemnitee hereby undertakes to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemniteeexcept, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right advances of expenses made pursuant to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall notSection 10(c), in fact, have employed counsel approved by which case Indemnitee to assume makes the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel undertaking provided in Section 10(c). No other undertaking shall be at the expense of the Company. (c) required. This Section 7 6 shall not apply to the extent advancement is prohibited by law (as determined by a court of competent jurisdiction in a final adjudication not subject to further appeal). The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement. Without limiting the generality or effect of the foregoing, within thirty days after any claim made request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee for which indemnity is excluded pursuant funds in an amount sufficient to Section 6(a) pay such Expenses, or (c) of this Agreementreimburse Indemnitee for such Expenses.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 ten (10) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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. 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 law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee to reimburse the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established that the standard of conduct for indemnification has not been met by Indemnitee and which have not been successfully resolved as described in Section 6 of this Agreement. The Indemnitee affirmation and undertaking shall qualify for advances upon be in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to thereof. To the extent that it is ultimately determined that Expenses advanced to Indemnitee is do not entitled relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be indemnified allocated on a reasonable and proportionate basis. The undertaking required by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense an unlimited general obligation by or on behalf of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not shall be liable accepted without reference to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in financial ability to repay such advanced Expenses and without any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee requirement to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Companypost security therefor. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement15(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by the Indemnitee 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 so included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 15(d), 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 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 will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 11 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement10.

Advances of Expenses. DEFENSE OF CLAIM (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject except for Section 27, and to Section 7(c) of this Agreementthe fullest extent not prohibited by applicable law, the Company shall advance, to the extent not prohibited by law, pay the Expenses reasonably incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding, and such advancement shall be made Proceeding within 30 ten (10) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after the final disposition of any Proceeding. Advances shall shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall qualify for advances be made only upon the execution and delivery Company’s receipt of an undertaking, by or on behalf of Indemnitee, to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In Company under the event the Company is obligated under provisions of this Section 7 hereof to pay, and pays the Expenses of any Proceeding against IndemniteeAgreement, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCharter, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingBylaws, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense applicable law or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) otherwise. This Section 7 10(a) shall not apply to any claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 6(a9, but shall apply to any Proceeding referenced in Section 9(b) or prior to a final determination that Indemnitee is liable therefor. (b) The Company will be entitled to participate in the Proceeding at its own expense. (c) of this AgreementThe Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses; provided, however. that , in the case of Expenses incurred 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 incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 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 will undertakes to the fullest extent required by law to repay the advance if and to the extent that it is 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. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) 8. The right to advances under this paragraph shall in all events continue until final disposition of this Agreementany Proceeding, including any appeal therein.

Advances of Expenses. (a) In accordance with furtherance and not in limitation of the pre-existing requirement provisions of Section VI(F) 9.3 of the Articles of Incorporation Bylaws of the Company, and notwithstanding any other provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking that by Indemnitee to repay (without interest) the Indemnitee will repay the advance amounts advanced to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. , and no other form of undertaking shall be required from Indemnitee other than the execution of this Agreement. Indemnitee’s right to such advancement shall not be subject to the satisfaction of any standard of conduct. The Company shall not initiate any proceeding seeking repayment of any advanced expenses pursuant to the foregoing undertaking other than (a) in connection with the final, non-appealable adjudication of the underlying and operative proceeding for which Indemnitee has received such advanced expenses or (b) In the event the Company is obligated under this Section 7 hereof by a proceeding initiated in Delaware Chancery Court following a final judgment, not subject to payappeal, and pays the Expenses by a court of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense competent jurisdiction of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee underlying and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee operative proceeding for which indemnity is excluded pursuant to Section 6(a) or (c) of this AgreementIndemnitee received such advanced expenses.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company ENDO shall advanceadvance or reimburse, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding, and such advancement ) (“Advances”). Advances shall be made within 30 twenty-one (21) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) Advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall also 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 Advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a6. (b) The obligation of Endo to make an advancement of Expenses pursuant to Section 7(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, Endo shall be entitled to be reimbursed by Xxxxxxxxxx (who hereby agrees to reimburse Endo) for all such amounts 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 the laws of the State of Delaware, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under the laws of the State of Delaware shall not be binding and Indemnitee shall not be required to reimburse Endo for any Advance until a final judicial determination is made with respect thereto (c) as to which all rights of this Agreementappeal therefrom have been exhausted or lapsed). Indemnitee’s undertaking to repay such Advances shall be unsecured and interest-free.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company Corporation shall advance, to the extent not prohibited by applicable law, the all Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 twenty (20) days after the receipt by the Company Corporation of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Corporation to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company Corporation of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to the fullest extent required by applicable law to repay the advance amounts advanced (without interest) if and to the extent that it is 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. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses Corporation. No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to to, and no advances shall be made with respect to, any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a9(a) or (c) 9(c). The right to advances under this paragraph shall in all events continue until final disposition of this Agreementany Proceeding.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by lawlaw or the Articles, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c), and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to IndemniteeIxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) by the Company pursuant to this Section 10, if and only to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the extent not prohibited by law, the Expenses expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s 's ability to repay the Expenses expenses and without regard to Indemnitee’s 's ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s his counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or and (cd) of this AgreementAgreement to the extent of any such exclusion.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c), and such advancement shall be made as soon as reasonably practicable, but in any event no later than within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) by the Company pursuant to this Section 10, if and only to the extent that it is ultimately determined by final non-appealable judgment or other final non-appealable adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.9. ​

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall will advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding (or any part of any Proceeding) initiated by Indemnitee if (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement of Expenses from the Company or Enterprise, and such advancement shall be made including a proceeding initiated pursuant to Section 14 or (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation. The Company will advance the Expenses within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. . (b) Advances shall will be unsecured and interest free. Advances shall Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be made indemnified by the Company, thus Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than the execution of this Agreement. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 The Company shall not apply grant to any claim made by the Indemnitee for which indemnity is excluded all rights to advancement of expenses granted to directors and officers of the Company pursuant to Section 6(a) the Bylaws, Certificate of Incorporation or the DGCL (c) including, but not limited to, the DGCL and any amendments to or replacements of the DGCL adopted after the date of this AgreementAgreement that expand the Company’s ability to advance expenses to its directors or officers).

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the extent not prohibited by law, the Expenses expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s his counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or and (cd) of this AgreementAgreement to the extent of any such exclusion.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, advance the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within as soon as reasonably practicable, but in any event no later than 30 days days, after the receipt by the Company of a written statement or statements requesting such advance or advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall (a) include invoices received by Indemnitee in connection with such Expenses but, whether prior in the case of invoices in connection with legal services, any references to legal work performed or after final disposition of to expenditure made that would cause Indemnitee to waive any Proceedingprivilege accorded by applicable law shall not be included with the invoice. Advances shall be unsecured and interest free. Advances shall be free and made without regard to Indemnitee’s ability to repay the Expenses such advances and without regard to Indemnitee’s ultimate entitlement whether Indemnitee may ultimately not be entitled to indemnification under from the other provisions of this Agreement. 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 claimedCompany. The Indemnitee shall qualify for advances to the fullest extent permitted by law upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the any advance (without interest) if and to the extent that it is 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. (b) In . No other form of undertaking shall be required other than the event execution of this Agreement. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Such advances are intended to be an obligation of the Company is obligated to Indemnitee hereunder and shall in no event be deemed to be a personal loan. The right to advances under this Section 7 hereof to pay, and pays the Expenses section shall in all events continue until final disposition of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to doincluding any appeal therein. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 8 shall not apply to the extent advancement is prohibited by law as determined by a court of competent jurisdiction in a final adjudication not subject to further appeal. The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement. Without limiting the generality or effect of the foregoing, within thirty days after any claim made request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee for which indemnity is excluded pursuant funds in an amount sufficient to Section 6(a) pay such Expenses, or (c) of this Agreementreimburse Indemnitee for such Expenses.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement(other than 14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in 9(c), and such advancement shall be made within 30 twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. The omission by Indemnitee to notify the Company hereunder of a matter with respect to which Indemnitee intends to seek advancement will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. Advances shall be unsecured and interest free. Advances shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other KL3 2697002.1 than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c), and such advancement shall be made within 30 as soon as possible but in any event no later than thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. The Company shall, in accordance with such request for advancement (but without duplication), either (i) pay such Expenses on behalf of Indemnitee, or (ii) reimburse Indemnitee for such Expenses. Advances shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) by the Company pursuant to this Section 10, if and only to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) furtherance and not in limitation of the Articles provisions of Incorporation Article VIII, Section 2 of the CompanyBylaws, and notwithstanding any other provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking that by Indemnitee to repay (without interest) the Indemnitee will repay the advance amounts advanced to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. , and no other form of undertaking shall be required from Indemnitee other than the execution of this Agreement. Indemnitee’s right to such advancement shall not be subject to the satisfaction of any standard of conduct. The Company shall not initiate any proceeding seeking repayment of any advanced expenses pursuant to the foregoing undertaking other than (a) in connection with the final, non-appealable adjudication of the underlying and operative proceeding for which Indemnitee has received such advanced expenses or (b) In the event the Company is obligated under this Section 7 hereof by a proceeding initiated in Delaware Chancery Court following a final judgment, not subject to payappeal, and pays the Expenses by a court of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense competent jurisdiction of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee underlying and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee operative proceeding for which indemnity is excluded pursuant to Section 6(a) or (c) of this AgreementIndemnitee received such advanced expenses.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by applicable law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made as soon as reasonably practicable, but in any event no later than within 30 thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses or otherwise reasonably evidence the Expenses incurred by Indemnitee, 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 so included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest interest-free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall reimburse the Indemnitee will repay Company for all Expenses advanced (without interest) by the advance Company pursuant to this Section 10, in the event and only to the extent that it is ultimately shall be determined by final non-appealable judgment or other final non-appealable adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of for such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to doExpenses. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by the Indemnitee 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 so included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest interest-free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company The Indemnitors shall advance, to the extent not prohibited The Maximum Extent Permitted by lawLaw, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 twenty (20) days after the receipt by the Company Indemnitors of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this AgreementDeed. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company Indemnitors of this Agreement Deed which shall constitute an undertaking providing that Indemnitee undertakes to the Indemnitee will maximum extent required by law to repay the advance if and to the extent that it is 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. (b) In the event the Company is obligated Indemnitors. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 7 hereof to pay, and pays the Expenses of any Proceeding against shall limit Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the ’s right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 6(a) or (c11(e) of this AgreementDeed.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, advance the Expenses reasonably incurred by Indemnitee in connection with any ProceedingProceeding whether prior to or after its final disposition, and such advancement shall be made within 30 days as soon as reasonably practicable, but in any event no later than thirty days, after the receipt by the Company of a written statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses but, whether prior in the case of invoices in connection with legal services, any references to legal work performed or after final disposition of to expenditure made that would cause Indemnitee to waive any Proceedingprivilege accorded by applicable law are not required to be included with the invoice). Advances shall be unsecured and interest free. Advances shall be free and made without regard to Indemnitee’s ability to repay the Expenses such advances and without regard to the entitlement to and the availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses of covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)). Indemnitee’s ultimate entitlement right to indemnification such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within thirty days after any request by Indemnitee, the Company shall, 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. The right to advances under the other provisions this Section 8 shall in all events continue until final disposition of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancementProceeding, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimedany appeal therein. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to the fullest extent permitted by law to repay the any advance if and to the extent that it is 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. This Section 8 shall apply to any Proceeding (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses or any part of any Proceeding against Indemnitee, the Company, if appropriate, shall be Proceeding) referenced in Section 7(b) or 7(c) hereof prior to a determination that Indemnitee is not entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel indemnified by the Company. The Company shall not seek, the Company will not be liable or assist any other party to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceedingseek, provided that (i) Indemnitee shall from a court a “bar order” which would have the right effect of prohibiting or limiting the Indemnitee's rights to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment receive advancement of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of under this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, advance the Expenses reasonably incurred by Indemnitee in connection with any ProceedingProceeding prior to its final disposition, and such advancement shall be made within 30 days as soon as reasonably practicable, but in any event no later than 60 days, after the receipt by the Company of a written statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses, whether prior provided that Indemnitee may redact therefrom any references to legal work performed at the direction of or after final disposition for the benefit of Indemnitee or to expenditure made by or on behalf of Indemnitee if Indemnitee determines that the disclosure thereof would jeopardize any Proceedingprivilege accorded to Indemnitee by applicable law). Advances shall be unsecured and interest free. Advances shall be free and made without regard to Indemnitee’s ability to repay the Expenses and without regard such advances. Indemnitee hereby undertakes to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include repay 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. Company pursuant to this Agreement. Notwithstanding the foregoing, this Section 8 shall constitute such an undertaking on the part of Indemnitee providing that Indemnitee undertakes to repay the amounts advanced (bwithout interest) In the event by the Company pursuant to this Section 8, if and only to the extent that it is obligated ultimately determined that Indemnitee is not entitled to be indemnified by the Company therefor under this Agreement. This Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval 8 shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect apply to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; extent advancement is prohibited by law and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee Proceeding (or any part of any Proceeding) for which indemnity is excluded not permitted under this Agreement, but shall apply to any Proceeding (or any part of any Proceeding) referenced in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company and to any action initiated pursuant to Section 6(a) or (c) of this Agreement12(d).

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) (x) not initiated by Indemnitee (other than in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee therein as provided in Section 9(c)) or (y) initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c), and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) by the Company pursuant to this Section 10, if and only to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Except as otherwise provided under this Section VI(F) of the Articles of Incorporation of 11(a), the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the fullest extent not prohibited permitted by law, will advance the Expenses reasonably incurred by Indemnitee in connection with any (i) Proceeding (or any part of any Proceeding) not initiated by Indemnitee or (ii) any Proceeding (or any part of any Proceeding) initiated by Indemnitee if (x) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement of Expenses from the Company or Enterprise, and including a proceeding initiated pursuant to Section 15 or (y) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation. Notwithstanding the immediately preceding sentence, the payment of such advancement Expenses incurred by any such Indemnitee prior to the final disposition of a Proceeding shall be made only upon delivery to the Company of (i) a statement or statements requesting such advances from time to time, (ii) a written affirmation by such Indemnitee of such Indemnitee’s good faith belief that he or she has met the standard of conduct necessary for indemnification under this Agreement, and (iii) a written undertaking, by or on behalf of such Indemnitee to repay the amounts advanced in accordance with Section 11(b) (such deliverables, collectively, the “Statements”). The Company will advance the Expenses within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timeStatements, whether prior to or after final disposition of any Proceeding. . (b) Advances shall will be unsecured and interest free. Advances shall Indemnitee undertakes to promptly repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be made indemnified by the Company under the provisions of this Agreement, applicable law or otherwise, and thus Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. The Company will make advances without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding), and such advancement shall be made within 30 20 days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 law shall not be incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this AgreementDeed. Advances In accordance with Section 13(d), advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancementadvancement and to enforce Indemnitee’s rights generally under this Deed (including rights to indemnity generally), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Deed which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance of Expenses in the circumstances and at the time set out in s205 CA 2006 and otherwise to the extent required by law if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, or other competent authority or arbitrator, that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) 8 following the ultimate determination by a court of competent jurisdiction in a final judgment, not subject to appeal, or (c) other competent authority or arbitrator. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. For the avoidance of doubt, the provisions of Section 11 shall not apply to advancement of Expenses as contemplated by this AgreementSection 9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, advance the Expenses reasonably incurred by Indemnitee in connection with any ProceedingProceeding prior to its final disposition, and such advancement shall be made within 30 days as soon as reasonably practicable, but in any event no later than 90 days, after the receipt by the Company of a written statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses but, whether prior in the case of invoices in connection with legal services, any references to legal work performed or after final disposition of to expenditure made that would cause Indemnitee to waive any Proceedingprivilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free. Advances shall be free and made without regard to Indemnitee’s ability to repay the Expenses and without regard such advances. Indemnitee hereby undertakes to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include repay 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. . This Section 0 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (bor any part of any Proceeding) for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding (or any part of any Proceeding) referenced in Section 0 or 0 prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 0, no advance shall be made by the Company to Indemnitee in any Proceeding if a determination is reasonably and promptly made (i) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or (ii) by a committee or subcommittee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by Independent Counsel in a written opinion, that facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in the best interests of the Company. Procedures for Notification and Defense of Claim. Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company. If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially-reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. In the event the Company is may be obligated under this Section 7 hereof to pay, and pays the Expenses of make any Proceeding against Indemniteeindemnity in connection with a Proceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding, Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption of the defense of any such Proceeding, provided that the Company shall be obligated to pay the fees and expenses of Indemnitee’s separate counsel to the extent (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously is authorized by the Company, (Bii) counsel for the Company or Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to perform its indemnification obligations or (Civ) the Company shall notnot have retained, or shall not continue to retain, counsel to defend such Proceeding. The Company shall have the right to conduct such defense as it sees fit in factits sole discretion. Regardless of any provision in this Agreement, Indemnitee shall have employed the right to employ counsel approved by Indemnitee in any Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of such Proceeding, then any claim brought by or in the fees and expenses of Indemnitee’s counsel shall be at the expense right of the Company. (c) This Section 7 . Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. The Company shall not apply be liable to any claim made by indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the Company’s prior written consent, which indemnity is excluded pursuant shall not be unreasonably withheld, conditioned or delayed. The Company shall have the right to Section 6(asettle any Proceeding (or any part thereof) or (c) without the consent of this AgreementIndemnitee.

Advances of Expenses. (a) In accordance with the pre-existing requirement If, by reason of Section VI(F) of the Articles of Incorporation of the CompanyIndemnitee’s Corporate Status, and notwithstanding Indemnitee is, or is threatened to be made, a party to any provision of this Agreement to the contrary but subject to Section 7(c) of this AgreementProceeding, the Company shall advanceshall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to the extent not prohibited by lawindemnification hereunder, the advance all reasonable Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding, and such advancement shall be made Proceeding within 30 ten (10) days after the receipt by the Company of a statement or statements requesting such advance or advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any such Proceeding. Advances Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability preceded or accompanied by a written undertaking by Indemnitee to repay any amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified for such Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 by the Company to support the advances claimedas provided by this Agreement or otherwise. The Indemnitee shall qualify for advances upon the execution Execution and delivery to the Company of this Agreement which by Indemnitee shall constitute an undertaking that by Indemnitee to reimburse the portion of any Expenses advanced to Indemnitee will repay relating to claims, issues or matters in the advance Proceeding as to the extent that it is ultimately determined which there shall be a final non-appealable determination that Indemnitee is not entitled to indemnification as provided by this Agreement or otherwise. 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 indemnified by the Company. (b) In the event the Company is obligated under allocated on a reasonable and proportionate basis. The undertaking pursuant to this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense an unlimited general obligation by or on behalf of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not shall be liable accepted without reference to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in financial ability to repay such advanced Expenses and without any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee requirement to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Companypost security therefor. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, the advance any and all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in which shall include reasonable detail evidence of Expenses incurred or to be incurred within the next 30 dayssuch Expenses) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be , made without regard to Indemnitee’s ability to repay the Expenses such Advances, and shall be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 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 will undertakes to repay the advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval Indemnitee shall not be unreasonably withheld, upon the delivery required to Indemnitee of written notice of its election so to doprovide any other undertaking for that purpose. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 8 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a7. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. The Company shall not initiate any proceeding seeking repayment of any advanced expenses pursuant to the foregoing undertaking other than (a) in connection with the underlying and operative Proceeding for which Indemnitee has received such advanced expenses or (cb) any such proceeding initiated in Delaware Chancery Court following a final judgment, not subject to appeal, by a court of this Agreementcompetent jurisdiction of the underlying and operative Proceeding for which Indemnitee received such advanced expenses.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement Agreement, to the contrary but subject to Section 7(c) of this Agreementfullest extent permitted by applicable law, the Company shall advance, to the extent not prohibited by law, advance the Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee, or reasonably expected to be incurred by or on behalf of the Indemnitee, in connection with any Proceeding, and such advancement shall be made Proceeding within 30 20 days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include reasonable supporting documentation, including invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be , and made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s expenses or ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action Action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances solely upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking, solely in the event that such an undertaking that is required by Section 145 of the DGCL, by the Indemnitee will to repay the advance to the extent that (a) it is 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. Company and (b) In the event actual Expenses incurred by the Company is obligated under this Section 7 hereof to pay, and pays Indemnitee are less than the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel amount advanced by the Company, the Company will not be liable . The right to Indemnitee advances under this Agreement for paragraph shall in all events continue until final disposition of any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in including any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) appeal therein. This Section 7 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement8.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not voluntarily initiated by Indemnitee, and such advancement shall be made as soon as practicable but in any event within 30 twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 may be incurred within redacted from the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses amounts advanced and without regard to Indemnitee’s ultimate entitlement to indemnification be indemnified or held harmless under the other provisions of this Agreement, the Certificate of Incorporation, the Bylaws, applicable law or otherwise. 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 Indemnitee shall qualify for advances as contemplated by this Agreement upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute constitutes an undertaking that by the Indemnitee will to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined by the Delaware Court or other court of competent jurisdiction in a final judgment not subject to appeal that Indemnitee is not entitled to be indemnified or held harmless by the Company. (b) In the event the Company is obligated under this Section 7 hereof . No other form of undertaking to pay, and pays the repay Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved advanced by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by be required from Indemnitee to assume other than the defense execution of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) this Agreement. This Section 7 9 shall not apply to any claim made by Indemnitee for which Indemnitee’s rights to indemnity is or be held harmless are excluded pursuant to Section 6(a) or (c) of this Agreement8.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 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 will undertakes to the fullest extent required by law to repay the advance if and to the extent that it any allegation of fraud or dishonesty in relation to the Company is ultimately determined that proved against the Indemnitee or the Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to doapplicable law. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 5 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) 4 or (c) for any claim made by Indemnitee for indemnification against any liability which by virtue of any rule of law would otherwise attach to him in respect to his fraud or dishonesty in relation to the Company. The right to advances under this AgreementSection 5 shall in all events continue until final disposition of any Proceeding, including any appeal therein.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advance, to the extent not prohibited by applicable law, the all Expenses incurred by or on behalf of Indemnitee (or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee within three months) in connection with any Proceeding, and such advancement shall be made within 30 20 days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to the fullest extent required by applicable law to repay the advance amounts advanced (without interest) if and to the extent that it is 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. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) 9. The right to advances under this paragraph shall in all events continue until final disposition of this Agreementany Proceeding.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the extent not prohibited by law, the The Expenses reasonably incurred by the Indemnitee in connection with any Proceeding, and such advancement Proceeding shall be made within 30 days after the receipt advanced by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after the final disposition of any Proceeding. Advances such proceeding at the written request of the Indemnitee, but only if the Indemnitee shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability undertake to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 such advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that if it is ultimately determined that the Indemnitee is not entitled to indemnification as provided for in this Agreement. Any advance required hereunder shall be indemnified deemed to have been approved by the Company. (b) In the event Board of Directors of the Company is obligated under to the extent this Section 7 hereof Agreement was so approved. In determining whether or not to paymake an advance hereunder, the ability of the Indemnitee to repay shall not be a factor. However, in a Proceeding brought by the Company directly, in its own right (as distinguished from an action brought derivatively or by any receiver or trustee), the Company shall have discretion whether or not to make the advances called for hereby if Independent Legal Counsel advises in writing that the Company has probable cause to believe, and pays the Expenses Company does believe, that the Indemnitee did not act in good faith with regard to the subject matter of any the Proceeding against Indemnitee, the Company, if appropriate, or a material portion thereof. The Company shall be entitled to participate in the Proceeding and to assume the defense of such Proceedingthereof, with counsel approved chosen by the Company reasonably satisfactory to the Indemnitee, which approval shall not be unreasonably withheld, upon and after notice from the delivery Company to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and assume the retention of such counsel by the Companydefense thereof, the Company will shall not be liable to the Indemnitee under this Agreement Paragraph 6 for any fees Expenses of other counsel or any other Expenses, in each case, subsequently incurred by such Indemnitee, in connection with the defense thereof, other than reasonable costs of investigation actually incurred by the Indemnitee. In the event that after notice of such an action the Company does not assume the complete defense thereof, then the Indemnitee may, but shall not be obligated, to conduct a defense of the action with respect counsel of the Indemnitee's choosing reasonably satisfactory to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, with reasonable attorneys' fees and other reasonable Expenses to be paid by the Company within thirty (B30) days of the delivery of each invoice therefor to the Company. In all cases, no settlement shall be entered into without the express prior written consent of the Company. The Company and the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee cooperate fully in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceedingany Proceeding regardless of which party assumes the defense; provided, then further, the fees and expenses of Indemnitee’s counsel 's cooperation shall be at the expense of the Companywithout compensation. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the fullest extent not prohibited permitted by lawapplicable law and to such greater extent as applicable law may thereafter from time to time permit, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 20 days after the receipt by the Company of a statement or statements requesting such advance or advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays pays, the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its the Company’s election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume (or continue to assume) the defense of any Proceeding (A) brought by or on behalf of the Company, (B) as to which Indemnitee shall have made the conclusion provided for in (B) above or (C) after a Change in Control has occurred. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company EHSI shall advanceadvance or reimburse, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding, and such advancement ) (“Advances”). Advances shall be made within 30 twenty-one (21) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) Advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall also 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 Advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a6. (b) The obligation of EHSI to make an advancement of Expenses pursuant to Section 7(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, EHSI shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse EHSI) for all such amounts 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 the laws of the State of Delaware, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under the laws of the State of Delaware shall not be binding and Indemnitee shall not be required to reimburse EHSI for any Advance until a final judicial determination is made with respect thereto (c) as to which all rights of this Agreementappeal therefrom have been exhausted or lapsed). Indemnitee’s undertaking to repay such Advances shall be unsecured and interest-free.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement12(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably (other than judgments, fines and amounts paid in settlement) incurred and paid by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c), and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the such Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 12(d), advances shall include any and all reasonable Expenses (other than judgments, fines and amounts paid in settlement) 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 8 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement7. Section 9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c), and such advancement shall be made within 30 twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. The omission by Indemnitee to notify the Company hereunder of a matter with respect to which Indemnitee intends to seek advancement will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s 's ability to repay the Expenses and without regard to Indemnitee’s 's ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advanceadvance or reimburse, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding, and such advancement ) (“Advances”). Advances shall be made within 30 twenty-one (21) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) Advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall also 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 Advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a6. (b) The obligation of the Company to make an advancement of Expenses pursuant to Section 7(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts 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 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 Advance until a final judicial determination is made with respect thereto (c) as to which all rights of this Agreementappeal therefrom have been exhausted or lapsed). Indemnitee’s undertaking to repay such Advances shall be unsecured and interest-free.

Advances of Expenses. (a) In accordance with At the pre-existing requirement of Section VI(F) written request of the Articles of Incorporation of Indemnitee, the CompanyIndemnifier will advance to the Indemnitee any Expenses, including lawyers' fees, incurred by the Indemnitee in defending any action brought against the Indemnitee. Where reasonable, and notwithstanding any provision of this Agreement to minimize hardship to the contrary but subject to Section 7(c) of this AgreementIndemnitee, the Company shall advance, advance payments may be made prior to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 claimedclaim. The Indemnitee shall qualify for advances upon the execution and delivery agrees to repay to the Company of this Agreement which shall constitute an undertaking Indemnifier any advance payments on Expenses where a determination is ultimately made that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified indemnification for reasons described under the Indemnification and the Exceptions to Indemnification sections. Payment; All payments made by the Company. Indemnifier to the Indemnitee will be made in full in immediately available funds within sixty (b60) In days of receipt of Notice of Indemnity from the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention without deduction for any counterclaim, defense, recoupment, or set-off. Any Notice of such counsel Indemnity sent by the Company, Indemnitee to the Company Indemnifier must be made in writing and contain a full listing of the items to be covered in the payment. Any payment made by the Indemnifier to the Indemnitee will not be liable to contain a listing of items covered under the payment. Enforcement; If any right or remedy claimed by the Indemnitee under this Agreement for any fees is denied or is not paid by the Indemnifier, or on its behalf, within sixty (60) days after a written Notice of counsel subsequently incurred Indemnity has been submitted by the Indemnitee with respect to the same ProceedingIndemnifier, provided the Indemnitee may then bring suit against the Indemnifier to recover any unpaid amounts and if successful in whole or in part, the Indemnitee will be entitled to be paid any and all costs related to resolving the claim. Where a determination as described under Authorization of Indemnification concludes that (i) the Indemnitee's behaviour is not entitled to indemnification, this will not create a presumption that the Indemnitee shall have is not entitled to indemnification under this Agreement. Insurance; The Indemnifier must take out and maintain insurance coverage with an insurer reasonably acceptable to the right Indemnitee on terms reasonable and sufficient to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) indemnify the employment participation of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) Activity. If the Company shall notIndemnifier fails to maintain adequate liability insurance, in fact, have employed counsel approved by the Indemnitee may take out insurance and charge all costs to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyIndemnifier. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s 's ability to repay the Expenses and without regard to Indemnitee’s 's ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), advances shall include any and all actual and 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a9. As a condition for obtaining advances of attorney’s fees, Indemnitee must comply with the terms of any liability insurance policy or policies maintained by the Company for directors, officers, employees, or agents of the Enterprise that may require the Indemnitee to engage an attorney (or firm) that has been approved by the insurance carrier in order to be entitled to coverage under such policy or (c) of this Agreementpolicies.

Advances of Expenses. (a) In accordance with To the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the maximum extent not prohibited permitted by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, Claims and such advancement Actions shall be made within 30 days after the receipt paid by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within advance upon the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured such Claims and interest free. Advances shall be made without regard to Indemnitee’s ability Actions, provided that the Company receives a written undertaking from the director to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance amount to the extent that it is ultimately determined that Indemnitee is not entitled to indemnity therefor. It shall not be indemnified necessary for Indemnitee to pay such Expenses and then seek reimbursement, but Indemnitee may provide bills and statements of account to the Company for direct payment by the Company. . Indemnitee shall notify the Company in writing of any Claim or Action against him for which indemnification will or could be sought under this Agreement at the address set forth on the first page of this Agreement (bor such other addresses as provided by notice given as aforesaid). In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power and at such times and places are convenient for Indemnitee. Any right to indemnification conferred by the Company pursuant to this Agreement will include the right to be paid by the Company for the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Act requires, the payment of such expenses incurred by the Indemnitee in his or her capacity as a director (and not in any other capacity in which service was or is rendered by the Indemnitee while a director, including, without limitation, service to an employee benefit plan) In in advance of the event final disposition of a proceeding, will be made only upon delivery to the Company of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced if it will ultimately be determined that the Indemnitee is not entitled to be indemnified under this Agreement or otherwise. The Company will also indemnify and hold harmless as aforesaid the Indemnitee by reason of the fact that he is or was serving as an agent of the Company. With respect to a Claim or Action for which the Company is obligated under this Section 7 hereof to payindemnify the Indemnitee hereunder, and pays the Expenses Company may conduct negotiations toward the Settlement and, with the written consent of any Proceeding against the Indemnitee, make such Settlement as it deems expedient; provided, however, that the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval Indemnitee shall not be unreasonably withheldrequired, upon as part of any post-Settlement, to admit liability or agree to indemnify the delivery Company in respect of, or make contribution to, any compensation or other payment for which provision is made under the Settlement. The Company shall pay any compensation or other payment for which provision is made by such Settlement. With respect to a Claim or Action for which the Company is obliged to indemnify the Indemnitee hereunder, if the Indemnitee shall fail to give his/her consent to the terms of written notice of its election so a proposed Settlement which is otherwise acceptable to do. After delivery of such notice, approval of such counsel by Indemnitee the Company and the retention claimant and which otherwise meets the requirements of Section 10, the Company may require the Indemnitee to negotiate or defend the Claim or Action independently of the Company and in such counsel event any amount recovered by such claimant in excess of the Company, amount for which Settlement could have been made by the Company will not be liable to Indemnitee recoverable under this Agreement Agreement, it being further agreed by the Parties that the Company will only be responsible for any legal fees of counsel subsequently incurred by Indemnitee with respect and costs up to the same Proceeding, provided that (i) Indemnitee shall time at which such Settlement could have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Companymade. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited Maximum Extent Permitted by lawLaw, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this AgreementDeed. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Deed which shall constitute an undertaking providing that Indemnitee undertakes to the Indemnitee will maximum extent required by law to repay the advance if and to the extent that it is 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. (b) In the event the Company is obligated . The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 7 hereof to pay, and pays the Expenses of any Proceeding against shall limit Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the ’s right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 6(a) or (c11(e) of this AgreementDeed.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) furtherance of the Articles of Incorporation relevant requirements of the Company, Bylaws and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advance, to the extent not prohibited by law, the advance Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 ten days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee 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 included with the invoice), whether prior to to, or after after, final disposition of any ProceedingProceeding (including any appeal). Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including including, without limitation, Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking undertaking, providing that the Indemnitee will undertakes to repay the advance to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment from which there is no further right of appeal that Indemnitee is not entitled to be indemnified by the Company. . To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification, and shall request payment thereof. The Company shall (a) pay Expenses on behalf of Indemnitee, (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery advance to Indemnitee of written notice of its election so funds in an amount sufficient to do. After delivery of pay such noticeExpenses, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreementreimburse Indemnity for such Expenses.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) furtherance and not in limitation of the Articles provisions of Incorporation Article IV, Section 3 of the By-laws of the Company, and notwithstanding any other provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding; provided, however, that this Section 10 shall not affect Indemnitee’s right to advancement of Expenses as provided in Section 14(d). Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification be indemnified under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking that by Indemnitee to repay (without interest) the Indemnitee will repay the advance amounts advanced to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses no other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required from Indemnitee other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is otherwise excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the extent not prohibited by law, the The Expenses reasonably incurred by the Indemnitee in connection with any Proceeding, and such advancement Proceeding shall be made within 30 days after the receipt advanced by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after the final disposition of any Proceeding. Advances such proceeding at the written request of the Indemnitee, but only if the Indemnitee shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability undertake to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 such advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that if it is ultimately determined that the Indemnitee is not entitled to indemnification as provided for in this Agreement. Any advance required hereunder shall be indemnified deemed to have been approved by the Company. (b) In the event Board of Directors of the Company is obligated under to the extent this Section 7 hereof Agreement was so approved. In determining whether or not to paymake an advance hereunder, the ability of the Indemnitee to repay shall not be a factor. However, in a Proceeding brought by the Company directly, in its own right (as distinguished from an action brought derivatively or by any receiver or trustee), the Company shall have discretion whether or not to make the advances called for hereby if Independent Legal Counsel advises in writing that the Company has probable cause to believe, and pays the Expenses Company does believe, that the Indemnitee did not act in good faith with regard to the subject matter of any the Proceeding against Indemnitee, the Company, if appropriate, or a material portion thereof. The Company shall be entitled to participate in the Proceeding and to assume the defense of such Proceedingthereof, with counsel approved chosen by the Company reasonably satisfactory to the Indemnitee, which approval shall not be unreasonably withheld, upon and after notice from the delivery Company to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and assume the retention of such counsel by the Companydefense thereof, the Company will shall not be liable to the Indemnitee under this Agreement Paragraph 6 for any fees Expenses of other counsel or any other Expenses, in each case, subsequently incurred by such Indemnitee, in connection with the defense thereof, other than reasonable costs of investigation actually incurred by the Indemnitee. In the event that after notice of such an action the Company does not assume the complete defense thereof, then the Indemnitee may, but shall not be obligated, to conduct a defense of the action with respect to counsel of the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by choosing reasonably satisfactory to the Company, with reasonable attorneys’ fees and other reasonable Expenses to be paid by the Company within thirty (B30) days of the delivery of each invoice therefor to the Company. In all cases, no settlement shall be entered into without the express prior written consent of the Company. The Company and the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee cooperate fully in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceedingany Proceeding regardless of which party assumes the defense; provided, then further, the fees and expenses of Indemnitee’s counsel cooperation shall be at the expense of the Companywithout compensation. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advance, to the extent not prohibited by law, the all Expenses incurred by or on behalf of Indemnitee (or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee within three months) in connection with any Proceeding, and such advancement shall be made within 30 20 days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to the fullest extent required by law to repay the advance amounts advanced (without interest) if and to the extent that it is 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. (b) In . No other form of undertaking shall be required other than the event the Company is obligated execution of this Agreement. The right to advances under this Section 7 hereof to pay, and pays the Expenses paragraph shall in all events continue until final disposition of any Proceeding against Proceeding. Nothing in this Section 10 shall limit Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the ’s right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 6(a) or (c14(e) of this Agreement. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s legal counsel as being reasonable shall be presumed conclusively to be reasonable.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) VI C of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, advance the Expenses reasonably incurred by Indemnitee in connection with any ProceedingProceeding whether prior to or after its final disposition, and such advancement shall be made within 30 days as soon as reasonably practicable, but in any event no later than thirty days, after the receipt by the Company of a written statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses but, whether prior in the case of invoices in connection with legal services, any references to legal work performed or after final disposition of to expenditure made that would cause Indemnitee to waive any Proceedingprivilege accorded by applicable law are not required to be included with the invoice). Advances shall be unsecured and interest free. Advances shall be free and made without regard to Indemnitee’s ability to repay the Expenses such advances and without regard to the entitlement to and the availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses of covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)). Indemnitee’s ultimate entitlement right to indemnification under the other provisions of this Agreement. 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 such advancement is not subject to the Company to support satisfaction of any standard of conduct. Without limiting the advances claimed. The Indemnitee shall qualify for advances upon generality or effect of the execution and delivery to foregoing, within thirty days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of this Agreement which shall constitute Indemnitee, (b) advance to Indemnitee funds in an undertaking that the amount sufficient to pay such Expenses, or (c) reimburse Indemnitee will for such Expenses. Indemnitee hereby undertakes to repay the any advance to the extent that it is 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 undertaking shall be required. This Section 8 shall apply to any Proceeding (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses or any part of any Proceeding against Indemnitee, the Company, if appropriate, shall be Proceeding) referenced in Section 7(b) or 7(c) hereof prior to a determination that Indemnitee is not entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel indemnified by the Company. The Company shall not seek, the Company will not be liable or assist any other party to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceedingseek, provided that (i) Indemnitee shall from a court a “bar order” which would have the right to employ effect of prohibiting or limiting the Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment rights to receive advancement of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of under this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advance, to the fullest extent not prohibited permitted by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 ten (10) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee 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 included with the invoice), whether prior to to, or after after, final disposition of any ProceedingProceeding (including any appeal). Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including including, without limitation, Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking undertaking, providing that the Indemnitee will undertakes to repay the advance only to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment from which there is no further right of appeal that Indemnitee is not entitled to be indemnified by the Company. Company under this Agreement. To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification, and shall request payment thereof. The Company shall (a) pay Expenses on behalf of Indemnitee, (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery advance to Indemnitee of written notice of its election so funds in an amount sufficient to do. After delivery of pay such noticeExpenses, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreementreimburse Indemnity for such Expenses.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by lawlaw or the Articles, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c), and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) by the Company pursuant to this Section 10, if and only to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement15(d)), the Company shall advanceadvance promptly, to the extent not prohibited by law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made made, within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by the Indemnitee 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 so included), whether prior to or after final disposition of any ProceedingProceeding and such advancement shall continue until such time (if any) as there is a final non-appealable judicial determination that Indemnitee is not entitled to indemnification. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 15(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 11 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement10.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within 30 as soon as possible but in any event no later than thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. The Company shall, in accordance with such request for advancement (but without duplication), either (i) pay such Expenses on behalf of Indemnitee, or (ii) reimburse Indemnitee for such Expenses. Advances shall be made without regard to Indemnitee’s 's ability to repay the Expenses and without regard to Indemnitee’s 's ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, the reasonable Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such . Such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable connection with such Expenses—the invoices to afford sufficient detail to permit the Company to assess the reasonableness of Expenses incurred the Expense advancement requested; provided, however, that in the case of invoices in connection with legal services, references to legal work performed or to expenditures made that could constitute a waiver by Indemnitee of any privilege accorded by applicable law may be incurred within redacted from the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Indemnitee shall reasonably cooperate with the Company to manage Expenses; and such cooperation may be considered in assessing the reasonableness of Expenses that are the subject of an advancement request; provided, however, that nothing in this sentence shall be construed to undermine the purpose of this Agreement, to undermine Indemnitee’s reasonable need under the circumstances of the Proceeding for separate counsel (whether on a public or shadow basis), or to purport to modify the professional obligations of Indemnitee’s legal counsel. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses 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 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 will undertakes to the fullest extent required by law to repay the advance if and to the extent that it is 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. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) 8. The right to advances under this paragraph shall in all events continue until final disposition of this Agreementany Proceeding, including any appeal therein.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by the Indemnitee 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 so included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest interest-free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Company shall not seek from a court, or agree to, a "bar order" which would have the effect of prohibiting or limiting the Indemnitee's rights to receive advancement of expenses under this Agreement. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with To the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the fullest extent not prohibited permitted by applicable law, the Expenses reasonably incurred by Indemnitee pursuant to Sections 3 and/or 4 of this Agreement in connection with any ProceedingProceeding or any claim, and such advancement issue or matter therein shall be made within 30 paid by the Company in advance of the final disposition of such Proceeding or any claim, issue, or matter therein no later than 10 days after the receipt by the Company of a statement or statements requesting such advances (supported written affirmation by statements in reasonable detail Indemnitee of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and an undertaking by or on behalf of Indemnitee (“Indemnitee Undertaking”) to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance such amount to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. . The Indemnitee Undertaking, which shall not be secured and shall be interest free, shall be substantially on the form of Exhibit A to this Agreement. For so long as the Company is subject to the 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 a security for his undertaking, (b) In the event the Company shall be insured against losses arising by reason of any lawful advances or (c) a majority of a quorum of Disinterested Directors of the Company, or Independent Counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a trial-type inquiry), that there is obligated under this Section 7 hereof reason to paybelieve Indemnitee ultimately will be found entitled to indemnification. Any judgments, and pays the Expenses lines, or amounts to be paid in settlement of any Proceeding against shall also be advanced by the Company upon request by Indemnitee. If the Company advances or pays any amount to Indemnitee under Section 3, the Company4, 5, 6, or 7 and if appropriate, Indemnitee shall be entitled to assume the defense thereafter receive all or a portion of such Proceedingamount under one or more policies of directors and officers liability insurance maintained by the Company or pursuant to a trust fund, with counsel approved by Indemniteeletter of credit, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel or other security or funding arrangement provided by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have promptly repay such amount or such portion thereof, as the right case may be, to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with Indemnitee shall have the pre-existing requirement of Section VI(F) of the Articles of Incorporation of right to advancement by the Company, and notwithstanding any provision of this Agreement prior to the contrary but subject final disposition of any Proceeding by final adjudication to Section 7(c) which there are no further rights of this Agreementappeal, the Company shall advance, to the extent not prohibited by law, the of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Proceeding, and Proceeding arising out of Indemnitee’s Corporate Status. Indemnitee's right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within thirty (30) days after any request by Indemnitee, the Company shall, in accordance with such request, (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. In connection with any request for Expense advances, Indemnitee shall not be required to provide any documentation or LA:326232-v2 information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. In connection with any request for Expense advances, Indemnitee shall execute and deliver to the Company an undertaking (which shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made accepted without regard reference to Indemnitee’s 's ability to repay the Expenses and without regard Expense advances), to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include repay any and all reasonable Expenses incurred pursuing an action to enforce this right of advancementamounts paid, including Expenses incurred preparing and forwarding statements to advanced, or reimbursed by the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance such Expenses to the extent that it is ultimately determined determined, following the final disposition of such Proceeding, that Indemnitee is not entitled to be indemnified by the Company. (b) In the event indemnification hereunder. Indemnitee's obligation to reimburse the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, for Expense advances shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee unsecured and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of no interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Companycharged thereon. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall will advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding (or any part of any Proceeding) initiated by Indemnitee if (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement of Expenses from the Company or Enterprise, and such advancement shall be made including a proceeding initiated pursuant to Section 14 or (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation. The Company will advance the Expenses within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. . (b) Advances shall will be unsecured and interest free. Advances shall Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be made indemnified by the Company, but that Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than the execution of this Agreement. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee. (d) The Company shall not apply seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) receive advancement of Expenses under this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, the reasonable Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such . Such advancement shall be made within 30 twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable connection with such Expenses—the invoices to afford sufficient detail to permit the Company to assess the reasonableness of Expenses incurred the Expense advancement requested; provided, however, that in the case of invoices in connection with legal services, references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law may be incurred within redacted from the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Indemnitee shall reasonably cooperate with the Company to manage Expenses, and such cooperation may be considered in assessing the reasonableness of Expenses that are the subject of an advancement request; provided, however, that nothing in this sentence shall be construed to undermine the purpose of this Agreement or to purport to modify the professional obligations of Indemnitee’s legal counsel. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses 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 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 will undertakes to the fullest extent required by law to repay the advance if and to the extent that it is 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. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) 8. The right to advances under this paragraph shall in all events continue until final disposition of this Agreementany Proceeding, including any appeal therein.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding), and such advancement shall be made within 30 20 days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 law shall not be incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this AgreementDeed. Advances In accordance with Section 13(d), advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancementadvancement and to enforce Indemnitee’s rights generally under this Deed (including rights to indemnity generally), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Deed which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance of Expenses in the circumstances and at the time set out in section 205 of CA 2006 and otherwise to the extent required by law if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, or other competent authority or arbitrator, that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) 8 following the ultimate determination by a court of competent jurisdiction in a final judgment, not subject to appeal, or (c) other competent authority or arbitrator. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. For the avoidance of doubt, the provisions of Section 11 shall not apply to advancement of Expenses as contemplated by this AgreementSection 9.

Advances of Expenses. (a) In accordance with The Company or the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the CompanyBank, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementas applicable, the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 days after the receipt by the Company or the Bank, as applicable, of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, including the standard of conduct determination (as set forth in Section 11). 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 or the Bank, as applicable, to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company and the Bank of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to the fullest extent permitted by law to repay the advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In Company or the event the Company is obligated under this Section 7 hereof to payBank, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to doas applicable. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advance, to the extent not prohibited by applicable law, the all Expenses incurred by or on behalf of Indemnitee (or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee within three (3) months) in connection with any Proceeding, and such advancement shall be made within 30 twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to the fullest extent required by applicable law to repay the advance amounts advanced (without interest) if and to the extent that it is 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. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) 9. The right to advances under this paragraph shall in all events continue until final disposition of this Agreementany Proceeding.

Advances of Expenses. Reasonable expenses (other than judgments, penalties, fines and settlements) incurred by Indemnitee that are subject to indemnification under this Agreement (and not paid, reimbursed or advanced by others) shall be paid or reimbursed by Corporation in advance of the final disposition of the proceeding after: (a) In accordance with Corporation receives a written request by Indemnitee accompanied by substantiating documentation of such expenses, a written affirmation by Indemnitee of his good faith belief that he has met the pre-existing requirement standard of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of conduct necessary for indemnification under this Agreement to the contrary but subject to Section 7(c) and a written undertaking by or on behalf of this Agreement, the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that amount paid or reimbursed if it is ultimately determined that Indemnitee is he has not entitled to be indemnified by the Company. met those requirements or that such reasonable expenses do not constitute Loss; and (b) In at least one of the event following occurs: (i) Corporation has elected to require security for the Company aforementioned written undertaking and Indemnitee has provided security therefore satisfactory to Corporation, or (ii) Corporation shall be insured against losses arising by reason of any unlawful advances, or (iii) the Reviewing Party (hereinafter defined) shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is obligated under reason to believe that Indemnitee ultimately will be found entitled to indemnification pursuant to this Section 7 hereof Agreement. If clause (b)(i) above has not been complied with or Corporation is not insured against losses arising by reason of any unlawful advances, Corporation shall cause the Reviewing Party to paydetermine, within thirty (30) days after Corporation receives Indemnitee’s written request accompanied by substantiating documentation of such expenses, and pays the Expenses Indemnitee’s written affirmation and written undertaking described in clause (a) above, whether or not, based on a review of any Proceeding against Indemnitee, the Company, if appropriate, shall readily available facts there is reason to believe that Indemnitee ultimately will be found entitled to assume the defense indemnification. The written undertaking described in clause (a) above must be an unlimited general obligation of such Proceeding, with counsel approved by Indemnitee, which approval Indemnitee but shall not be unreasonably withheldsecured unless clause (b)(i) above is applicable. Such undertaking shall be without reference to the financial ability of Indemnitee to make repayment. If the determination of whether or not there is reason to believe that Indemnitee ultimately will be found entitled to indemnification is to be made by Independent Legal Counsel (hereinafter defined), upon such Independent Legal Counsel shall render its written opinion to Corporation and Indemnitee as to its determination. Corporation agrees to pay the delivery reasonable fees of Independent Legal Counsel and to Indemnitee indemnify and hold harmless such Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to the engagement of Independent Legal Counsel pursuant hereto and the written notice of its election so to do. After delivery opinion of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyIndependent Legal Counsel. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by the Indemnitee 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 so included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the extent not prohibited by law, the The Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement Proceeding shall be made within 30 days after the receipt advanced by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after the final disposition of any Proceeding. Advances such proceeding at the written request of Indemnitee, but only if Indemnitee shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability undertake to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 such advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that if it is ultimately determined that the Indemnitee is not entitled to indemnification as provided for in this Agreement. Any advance required hereunder shall be indemnified deemed to have been approved by the Company. (b) In the event Board of Directors of the Company is obligated under to the extent this Section 7 hereof Agreement was so approved. In determining whether or not to paymake an advance hereunder, the ability of Indemnitee to repay shall not be a factor. However, in a Proceeding brought by the Company directly, in its own right (as distinguished from an action brought derivatively or by any receiver or trustee), the Company shall have discretion whether or not to make the advances called for hereby if Independent Legal Counsel advises in writing that the Company has probable cause to believe, and pays the Expenses Company does believe, that Indemnitee did not act in good faith with regard to the subject matter of any the Proceeding against Indemnitee, the Company, if appropriate, or a material portion thereof. The Company shall be entitled to participate in the Proceeding and to assume the defense of such Proceedingthereof, with counsel approved chosen by the Company reasonably satisfactory to Indemnitee, which approval shall not be unreasonably withheld, upon and after notice from the delivery Company to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and assume the retention of such counsel by the Companydefense thereof, the Company will shall not be liable to Indemnitee under this Agreement Paragraph 6 for any fees Expenses of other counsel or any other Expenses, in each case, subsequently incurred by such Indemnitee, in connection with the defense thereof, other than reasonable costs of investigation actually incurred by Indemnitee. In the event that after notice of such an action the Company does not assume the complete defense thereof, then Indemnitee may, but shall not be obligated, to conduct a defense of the action with respect counsel of Indemnitee's choosing reasonably satisfactory to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, with reasonable attorneys' fees and other reasonable Expenses to be paid by the Company within thirty (B30) Indemnitee days of the delivery of each invoice therefor to the Company. In all cases, no settlement shall have reasonably concluded that there may be a conflict entered into without the express prior written consent of interest between the Company. The Company and Indemnitee shall cooperate fully in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceedingany Proceeding regardless of which party assumes the defense; provided, then the fees and expenses of further, Indemnitee’s counsel 's cooperation shall be at the expense of the Companywithout compensation. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with furtherance of the pre-existing requirement of Section VI(F) relevant requirements of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advance, to the fullest extent not prohibited permitted by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 ten days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee 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 included with the invoice), whether prior to to, or after after, final disposition of any ProceedingProceeding (including any appeal). Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including including, without limitation, Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking undertaking, providing that the Indemnitee will undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. . To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification, and shall request payment thereof. The Company shall (a) pay Expenses on behalf of Indemnitee, (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery advance to Indemnitee of written notice of its election so funds in an amount sufficient to do. After delivery of pay such noticeExpenses, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreementreimburse Indemnity for such Expenses.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, advance the Expenses reasonably incurred by Indemnitee in connection with any ProceedingProceeding prior to its final resolution, and such advancement shall be made within as soon as reasonably practicable, but in any event no later than 30 days days, after the receipt by the Company of a written statement or statements requesting such advance or advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses but, whether prior in the case of invoices in connection with legal services, any references to legal work performed or after final disposition of to expenditure made that would cause Indemnitee to waive any Proceedingprivilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free. Advances shall be free and made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 claimedsuch advances. The Indemnitee shall qualify for advances to the fullest extent permitted by applicable law upon the execution and delivery hereby undertakes to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the any advance (without interest) if and to the extent that it is 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. Such advances are intended to be an obligation of the Company to Indemnitee hereunder and shall in no event be deemed to be a personal loan. This Section 8 shall not apply to the extent advancement is prohibited by law, as determined in a final adjudication and not subject to further appeal, and shall not apply to any Proceeding for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding referenced in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Without limiting the generality or effect of the foregoing, within 30 days after any request by Indemnitee, the Company shall, 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. (b) The Company’s obligation to advance Expenses is conditioned upon the reasonableness of the Expenses. In the event a dispute arises as to the Company is obligated under this Section 7 hereof to pay, and pays the Expenses reasonableness of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyExpenses, the Company will not shall have the right, either prior to or after the final resolution of the underlying Proceeding, to challenge the reasonableness of specific Expenses or the Expenses as a whole by filing an action in the Delaware Court of Chancery or, at the Company’s option, initiating an arbitration to be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred conducted by Indemnitee with respect a single arbitrator pursuant to the same ProceedingCommercial Arbitration Rules of the American Arbitration Association. In connection with such an action or arbitration, provided that (i) Indemnitee the Company shall have the right to employ Indemnitee’s counsel in recoup any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by all amounts already advanced that are determined to be unreasonable. Indemnitee has been previously authorized by agrees not to oppose the Company’s right to bring such an action or arbitration to resolve disputes regarding the reasonableness of Expenses or the Company’s right to seek recoupment of unreasonable amounts already advanced, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of specifically agrees not to assert that such action or arbitration (including without limitation any such defense or (Crecoupment request included therein) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Companyis/are premature. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) (x) not initiated by Indemnitee (other than in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee therein as provided in Section 9(c)), or (y) initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c), and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to IndemniteeIxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) by the Company pursuant to this Section 10, if and only to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall will advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with with: (i) any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, including any cross-claim or counterclaim asserted by the Indemnitee that is indemnifiable under applicable law and is related to a Proceeding not initiated by Indemnitee; or (ii) any Proceeding (or any part of any Proceeding) initiated by Indemnitee if (1) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement of Expenses, including a proceeding initiated pursuant to Section 14 of this Agreement, or (2) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation. (b) The Company will advance any such advancement shall be made Expenses within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Indemnitee will not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. (c) Advances shall will be unsecured and interest free. Advances shall Indemnitee hereby undertakes to repay any amounts so advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be made indemnified by the Company for such Expenses. No other form of undertaking is required other than the execution of this Agreement. The Company will make advances without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with Indemnitee shall have the pre-existing requirement of Section VI(F) of the Articles of Incorporation of right to advancement by the Company, and notwithstanding any provision of this Agreement prior to the contrary but subject final disposition of any Proceeding by final adjudication to Section 7(c) which there are no further rights of this Agreementappeal, the Company shall advance, to the extent not prohibited by law, the of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Proceeding, and Proceeding arising out of Indemnitee’s Corporate Status. Indemnitee's right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within thirty (30) days after any request by Indemnitee, the Company shall, in accordance with such request, (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. In connection with any request for Expense advances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. In connection with any request for Expense advances, Xxxxxxxxxx shall execute and deliver to the Company an undertaking (which shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made accepted without regard reference to Indemnitee’s 's ability to repay the Expenses and without regard Expense advances), to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include repay any and all reasonable Expenses incurred pursuing an action to enforce this right of advancementamounts paid, including Expenses incurred preparing and forwarding statements to advanced, or reimbursed by the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance such Expenses to the extent that it is ultimately determined determined, following the final disposition of such Proceeding, that Indemnitee is not entitled to be indemnified by the Company. (b) In the event indemnification hereunder. Indemnitee's obligation to reimburse the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, for Expense advances shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee unsecured and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of no interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Companycharged thereon. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Except as otherwise provided under this Section VI(F) of the Articles of Incorporation of 11(a), the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the fullest extent not prohibited permitted by law, will advance the Expenses reasonably incurred by Indemnitee in connection with any (i) Proceeding (or any part of any Proceeding) not initiated by Indemnitee or (ii) any Proceeding (or any part of any Proceeding) initiated by Indemnitee if (x) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement of Expenses from the Company or Enterprise, and including a proceeding initiated pursuant to Section 15 or (y) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation. Notwithstanding the immediately preceding sentence, the payment of such advancement Expenses incurred by any such Indemnitee prior to the final disposition of a Proceeding shall be made only upon delivery to the Company of (i) a statement or statements requesting such advances from time to time, (ii) a written affirmation by such Indemnitee of such Indemnitee’s good faith belief that he or she has met the standard of conduct necessary for indemnification under this Agreement, and (iii) a written undertaking, by or on behalf of such Indemnitee to repay the amounts advanced in accordance with Section 11(b) (such deliverables, collectively, the “Statements”). The Company will advance the Expenses within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timeStatements, whether prior to or after final disposition of any Proceeding. . (b) Advances shall will be unsecured and interest free. Advances shall Indemnitee undertakes to promptly repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be made indemnified by the Company under the provisions of this Agreement, applicable law or otherwise, and thus Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with Indemnitee shall have the pre-existing requirement of Section VI(F) of right to advancement by the Articles of Incorporation of the CompanyCorporation, and notwithstanding any provision of this Agreement prior to the contrary but subject final disposition of any Action by final adjudication to Section 7(c) which there are no further rights of this Agreementappeal, the Company shall advance, to the extent not prohibited by law, the of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any ProceedingAction by reason of or arising out of an Indemnifiable Event upon: (a) a Proper Group Determination that the facts as then known to the group would not preclude indemnification; and (b) Xxxxxxxxxx’s written affirmation that: (i) in his or her good faith belief, Xxxxxxxxxx has conducted himself or herself in good faith and in a manner he or she reasonably believed was (1) in the case of conduct in Indemnitee’s official capacity with the Corporation, in the Corporation’s best interests, and such advancement shall be made (2) in all other cases, not opposed to the Corporation’s best interests; and (ii) in the case of any criminal proceeding, Xxxxxxxxxx had no reasonable cause to believe that his or her conduct was unlawful. Without limiting the generality or effect of the foregoing, within 30 ten days after any request by Indemnitee, the receipt by Corporation shall, in accordance with such request, (1) pay such Expenses on behalf of Indemnitee, (2) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (3) reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee shall provide such supporting documentation as the Company of a statement Corporation may reasonably request but shall not be required to provide any documentation or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 information to the Company to support extent that the advances claimedprovision thereof would undermine or otherwise jeopardize attorney-client privilege. The Indemnitee shall qualify for advances upon the execution Execution and delivery to the Company Corporation of this Agreement by Indemnitee constitutes an irrevocable undertaking by Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Action in respect of which it shall constitute an undertaking that be determined, pursuant to Section 8, following the Indemnitee will repay the advance to the extent that it is ultimately determined final disposition of such Action, that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses indemnification hereunder. No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) execution of this Agreement. Indemnitee’s obligation to reimburse the Corporation for Expense Advances shall be unsecured and shall be accepted without reference to Indemnitee’s financial ability to make repayment. No interest shall be charged thereon.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, advance the Expenses reasonably incurred by Indemnitee in connection with any ProceedingProceeding prior to its final resolution, and such advancement shall be made within 30 days as soon as reasonably practicable, but in any event no later than 60 days, after the receipt by the Company of a written statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses but, whether prior in the case of invoices in connection with legal services, any references to legal work performed or after final disposition of to expenditure made that would cause Indemnitee to waive any Proceedingprivilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free. Advances shall be free and made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreementsuch advances. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking provided that the Indemnitee will undertakes to the fullest extent permitted by law to repay the advance (without interest) if and to the extent that it is 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. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding referenced in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board, as provided in Section 9(c), and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee 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 so included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest interest-free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advance, to the extent not prohibited by applicable law, the all Expenses incurred by or on behalf of Indemnitee (or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee within three (3) months) in connection with any Proceeding, and such advancement shall be made within 30 twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Company agrees that if any party with a right to nominate Indemnitee to a position as a director of the Company (or any affiliate thereof other than the Company) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with Indemnitee, then (i) such party (or such affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall reimburse such party (or such other affiliate) for the payments actually made. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to the fullest extent required by applicable law to repay the advance amounts advanced (without interest) if and to the extent that it is 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. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) 9. The right to advances under this paragraph shall in all events continue until final disposition of this Agreementany Proceeding.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the CompanyThe Company will advance, and notwithstanding any provision of this Agreement to the contrary fullest extent permitted by Applicable Law, but subject to Section 7(c) the terms of this Agreement, all Expenses incurred by Indemnitee or on behalf of Indemnitee in defending any Proceeding; provided, however, that the Company shall advance, not be obligated to the extent not prohibited by law, the advance any such Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee unless (i) the Proceeding or part of such Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement of Expenses from the Company or an Enterprise, and including a proceeding initiated pursuant to Section 14 or (ii) the Board or a committee of Disinterested Directors authorized the Proceeding (or any part of any Proceeding) prior to its initiation or determines, in its sole discretion, to provide such advancement shall be made rights to indemnification under Applicable Law. The Company will advance such Expenses within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. The right to advances under this Section shall continue until final disposition of any Proceeding, including any appeal therein. (b) Advances shall will be unsecured and interest free. Advances shall Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be made indemnified by the Company, thus Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than the execution of this Agreement. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall will advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding, and such advancement shall be made ) not initiated by Indemnitee. The Company will advance the Expenses within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. . (b) Advances shall will be unsecured and interest free. Advances In the event that any taxes or fees are paid, due or withheld in accordance with any applicable law in connection any amount paid to the Indemnitee pursuant to this Agreement, the Company shall pay, in addition to the amounts payable to the Indemnitee hereunder, such additional amount as is necessary to ensure that the net amount actually received by the Indemnitee (free and clear of such taxes or fees) will equal the full amount the Indemnitee would have received had no such payment or withholding been required. The Indemnitee shall be made entitled to continue to receive advancement of Expenses pursuant to this Section 10 unless and until the matter of the Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by arbitral award, court order or judgment from which no further right of appeal exists. Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, thus Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than the execution of this Agreement. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) furtherance of the Articles of Incorporation relevant requirements of the Company, Bylaws and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company Corporation shall advance, to the fullest extent not prohibited permitted by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 ten (10) days after the receipt by the Company Corporation of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee 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 included with the invoice), whether prior to to, or after after, final disposition of any Proceeding, including any appeal. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including including, without limitation, Expenses incurred preparing and forwarding statements to the Company Corporation to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company Corporation of this Agreement Agreement, which shall constitute an undertaking undertaking, providing that the Indemnitee will undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. Corporation. To obtain indemnification, Indemnitee shall submit to the Corporation a written request, including therein documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification, and shall request payment thereof. The Corporation shall (a) pay Expenses on behalf of Indemnitee, (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery advance to Indemnitee of written notice of its election so funds in an amount sufficient to do. After delivery of pay such noticeExpense, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreementreimburse Indemnity for such Expenses.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Except as otherwise provided under this Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement11(a), the Company shall advance, to the extent not prohibited by law, will advance the Expenses reasonably incurred by Indemnitee in connection with any (i) Proceeding (or any part of any Proceeding) not initiated by Indemnitee or (ii) any Proceeding (or any part of any Proceeding) initiated by Indemnitee if (x) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement of Expenses from the Company or Enterprise, and including a proceeding initiated pursuant to Section 15 or (y) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation. Notwithstanding the immediately preceding sentence, the payment of such advancement Expenses incurred by any such Indemnitee prior to the final disposition of a Proceeding shall be made only (1) to the extent not prohibited by law and (2) upon delivery to the Company of (x) a statement or statements requesting such advances from time to time, (y) a written affirmation by such Indemnitee of such Indemnitee’s good faith belief that he or she has met the standard of conduct necessary for indemnification under this Agreement, and (z) a written undertaking, by or on behalf of such Indemnitee to repay the amounts advanced in accordance with Section 11(b) (such deliverables, collectively, the “Statements”). The Company will advance the Expenses within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timeStatements, whether prior to or after final disposition of any Proceeding. . (b) Advances shall will be unsecured and interest free. Advances shall Indemnitee undertakes to promptly repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be made indemnified by the Company under the provisions of this Agreement, applicable law or otherwise, and thus Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding, ) not initiated by Indemnitee (or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c)) and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company Partnership shall advance, to the extent not prohibited by applicable law, the all Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 twenty (20) days after the receipt by the Company Partnership of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Partnership to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company Partnership of this Agreement which shall constitute an undertaking providing that the Indemnitee will undertakes to the fullest extent required by applicable law to repay the advance amounts advanced (without interest) if and to the extent that it is 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. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses Partnership. No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) 9. The right to advances under this paragraph shall in all events continue until final disposition of this Agreementany Proceeding.

Advances of Expenses. (a) In accordance with To the pre-existing requirement of Section VI(Ffullest extent permitted by the LLC Statute and the Partnership Statute, Expenses (other than judgments, penalties, fines and settlements) of incurred by Indemnitee shall be paid by the Articles of Incorporation of Partnership and the Company, and notwithstanding any provision in advance of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any the Proceeding. Advances , within two (2) business days after receipt of Indemnitee’s written request, which written request, if required by the LLC Statute or the Partnership Statute, shall be unsecured accompanied by substantiating documentation and interest freeIndemnitee’s written affirmation as described in Section 6(c) hereof, as well as an affirmation (if any) required by Section 6(b). Advances No objections based on or involving the question of whether such charges meet the definition of “Expenses,” including any question regarding the reasonableness of such Expenses, shall be made without regard grounds for failure to advance to Indemnitee’s ability , or to reimburse Indemnitee for, the amount claimed within such two (2) business day period, provided that Indemnity provides an undertaking to repay any such amounts determined in a final adjudication not to have met such definition (and the Expenses undertaking and acknowledgement pursuant to Section 6(b) and Section 6(c) shall be deemed to include such an undertaking). Indemnitee’s right to advancements and payments under this Section 6 will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action , or under provisions of the Partnership Agreement or LLC Agreement. (b) To the extent required by the LLC Statute or the Partnership Statute, Indemnitee will undertake to enforce this right of advancement, including Expenses incurred preparing and forwarding statements repay to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to Partnership and/or the Company (i) any advances or payment of Expenses made pursuant to this Agreement which shall constitute an undertaking that the Section 6 and (ii) any judgments, penalties, fines and settlements paid to or on behalf of Indemnitee will repay the advance hereunder, in each case to the extent that it is ultimately determined in a final adjudication that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Companyindemnification. (c) This Section 7 To the extent required by the LLC Statute or the Partnership Statute, as a condition to the advancement of such Expenses or the payment of such judgments, penalties, fines and settlements, Indemnitee shall not apply execute an acknowledgment wherein Indemnitee affirms (i) that Indemnitee is entitled to any claim made by Indemnitee for which indemnity is excluded indemnification under this Agreement and (ii) that such Expenses or such judgments, penalties, fines and settlements, as the case may be, are delivered pursuant and are subject to Section 6(a) or (c) the provisions of this Agreement. (d) If a claim under this Section 6 is not paid by the Partnership or the Company within two (2) business days of receipt of written notice, the right to advances or payments (as the case may be) as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. Indemnitee shall be presumed to be entitled to advances or payments (as the case may be) under this Agreement upon submission of a written request therefor (and where an acknowledgement, if required under this Agreement, has been tendered to the Partnership and/or the Company) and the burden of proving by clear and convincing evidence that advances or payments (as the case may be) are not appropriate shall be on the Partnership and the Company.

Advances of Expenses. The Corporation will pay the Expenses incurred by the Officer in any Proceeding (other than as described below or in a Proceeding brought for an accounting of profits made from the purchase and sale by the Officer of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provision of any state statutory law or common law) in advance of the final disposition of the Proceeding at the written request of the Officer, if the Officer: (a) In accordance with furnishes the pre-existing requirement of Section VI(F) Corporation a written affirmation of the Articles of Incorporation of Officer’s good faith belief that the Company, and notwithstanding any provision of this Agreement Officer is entitled to the contrary but subject to Section 7(c) of be indemnified under this Agreement, ; and (b) furnishes the Company shall advance, Corporation a written undertaking to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee the Officer is not entitled to be indemnified by the Company.Corporation. Such undertaking will be an unlimited general obligation of the Officer but need not be secured. Advances pursuant to this Section 9 will be made no later than 10 days after receipt by the Corporation of the affirmation and undertaking described in subparagraphs (a) and (b) above, and will be made without regard to the Officer’s ability to repay the amount advanced and without regard to the Officer’s ultimate entitlement to indemnification under this Agreement. The Corporation may establish a trust, escrow account or other secured funding source for the payment of advances made and to be made pursuant to this Section 9 or of other liability incurred by the Officer in connection with any Proceeding. Notwithstanding any provision in this Agreement, the Corporation will not be obligated under this Agreement to pay the Expenses incurred by the Officer in advance of the final disposition of a Proceeding (or part thereof) in connection with any Proceeding (or part thereof) where such Proceeding (or part thereof) was initiated by the Officer, or any Proceeding (or part thereof) by the Officer against the Corporation or its directors, officers, employees or other persons entitled to be indemnified by the Corporation, unless (a) the Corporation is expressly required by law to make the advance; (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously was authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict Board of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense Directors of the Company.Corporation; or (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded the Officer initiated the Proceeding pursuant to Section 6(a) or (c) 12 of this AgreementAgreement and the Officer is successful in whole or in part in such Proceeding.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreementcontrary, the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding or the preparation of any Proceeding), and such advancement shall be made within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under indemnification, and Indemnitee’s right to such advancement is not subject to the other provisions satisfaction of this Agreementany standard of conduct. Advances In accordance with Section 14(d), 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, and reasonable expenses with respect to any action brought by Indemnitee under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. The right to advances under this section shall in all events continue until final disposition of any Proceeding, including any appeal therein. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined 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. Without limiting the generality or effect of the foregoing, within thirty days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery advance to Indemnitee of written notice of its election so funds in an amount sufficient to do. After delivery of pay such noticeExpenses, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) reimburse Indemnitee for such Expenses. This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a9(a), (b) or (c) of this Agreement).

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c), and such advancement shall be made within 30 twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceedingthis Agreement, with counsel approved by Indemnitee, which approval shall not except as may be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel expressly required by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) DGCL. This Section 7 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding Notwithstanding any provision of this Agreement to the contrary but subject to (other than Section 7(c) of this Agreement14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within 30 twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 14(d), 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee will undertakes to repay the advance amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses . No other form of any Proceeding against Indemnitee, the Company, if appropriate, undertaking shall be entitled to assume required other than the defense execution of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dothis Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 10 shall not apply to any claim (x) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other advancement provision, except with respect to any excess beyond the amount paid under any insurance policy or other advancement provision or (y) made by Indemnitee for which indemnity is excluded pursuant to Section 6(a9(b) or (cz) except as provided in Section 14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the advancement, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall advance, to the extent not prohibited by law, advance the Expenses reasonably incurred by Indemnitee in connection with any ProceedingProceeding prior to its final resolution, and such advancement shall be made within 30 days as soon as reasonably practicable, but in any event no later than 45 days, after the receipt by the Company of a written statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to timetime (which shall include invoices received by Indemnitee in connection with such Expenses but, whether prior in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Without limiting the generality or effect of the foregoing, within thirty days after final disposition any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of any ProceedingIndemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the Expenses and without regard to Indemnitee’s such advances, (ii) ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any , and all reasonable Expenses incurred pursuing an action (iii) entitlement to enforce this right and availability of insurance coverage, including advancement, including Expenses incurred preparing and forwarding statements to payment or reimbursement of defense costs, expenses of covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). The right to advances under this section shall in all events continue until final disposition of any Proceeding, including any appeal therein. Indemnitee shall qualify for advances upon the execution and delivery hereby undertakes to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, . No other undertaking shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Companyrequired. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company Xxxxxx US shall advance, to the extent not expressly prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 five days after the receipt by the Company Xxxxxx US of a statement or statements requesting such advances (supported which shall include invoices received by statements Indemnitee in reasonable detail connection with such Expenses but, in the case of Expenses incurred 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 law shall not be incurred within included with the next 30 daysinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancementadvancement and to enforce Indemnitee’s rights generally under this Agreement, including Expenses incurred preparing and forwarding statements to the Company Xxxxxx US to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company Xxxxxx US of this Agreement which shall constitute an undertaking providing that the Indemnitee will undertakes to the extent required by law to repay the advance of Expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, or other competent authority or arbitrator that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to doXxxxxx US. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) 8 following the ultimate determination by a court of competent jurisdiction in a final judgment, not subject to appeal, or (c) other competent authority or arbitrator. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. For the avoidance of doubt, the provisions of Section 11 shall not apply to advancement of Expenses as contemplated by this AgreementSection 9.

Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI(F) of the Articles of Incorporation of the Company, and notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the The Company shall will advance, to the extent not prohibited by law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding (or any part of any Proceeding) initiated by Indemnitee if (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement of Expenses from the Company or Enterprise, including a proceeding initiated pursuant to Section 14 of this Agreement or (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation (it being understood and agreed that such advancement authorization or consent shall not be made unreasonably withheld in connection with any compulsory counterclaim brought by Indemnitee in response to any Proceeding otherwise indemnifiable under this Agreement). The Company will advance the Expenses within 30 thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. . (b) Advances shall will be unsecured and interest free. Advances shall Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be made indemnified by the Company, thus Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than the execution of this Agreement. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. (b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. (c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of this Agreement.