Common use of Advances of Expenses Clause in Contracts

Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition, and such advancement shall be made 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 from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or 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 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The (a) Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by law or excluded from the Company’s indemnification obligations by Section 9, the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding prior to its final disposition(or any part of any Proceeding), and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoiceso included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the CompanyCompany under this Agreement, applicable law, the Bylaws, the Certificate of Incorporation, or otherwise. 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 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses 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 to its final dispositionapproval 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 90 days, within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses buttime, in the case whether prior to or after final disposition 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)Proceeding. Advances shall be unsecured and interest free free. Advances shall be made without regard to Xxxxxxxxxx’s ability to repay the Expenses and made without regard to Indemnitee’s ability ultimate entitlement to repay such advancesindemnification under the other provisions of this Agreement. 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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. 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 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition, and such advancement shall be made 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 from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 0 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or 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 7(b) 0 or 7(c) 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 140, 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.

Advances of Expenses. The Company shall advance advance, to the extent not prohibited by law, the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding prior to its final disposition(or any part of any Proceeding), and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within 20 days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice)) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Deed. In accordance with Section 13(d), advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Deed which shall constitute an undertaking providing that the Indemnitee undertakes to repay any 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. This Section 8 shall not apply to the extent advancement is prohibited by law and 9 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is excluded pursuant to Section 8 following the ultimate determination by a court of competent jurisdiction in a final judgment, not permitted subject to appeal, or other competent authority or arbitrator. The right to advances under this Agreement, but paragraph shall apply to any Proceeding (or any part in all events continue until final disposition of any Proceeding) referenced in , including any appeal therein. For the avoidance of doubt, the provisions of Section 7(b) or 7(c) prior 11 shall not apply to a determination that Indemnitee is not entitled to be indemnified advancement of Expenses as contemplated by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to this Section 14, 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 Company9.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 15(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding prior to its final disposition(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 90 days, within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoiceso included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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. This Section 8 shall not apply to the extent advancement is prohibited by law and 11 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company10.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses 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 to its final dispositionapproval 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 90 days, within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses buttime, in the case whether prior to or after final disposition 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)Proceeding. Advances shall be unsecured and interest free free. Advances shall be made without regard to Xxxxxxxxxx’s ability to repay the Expenses and made without regard to Indemnitee’s ability ultimate entitlement to repay such advancesindemnification under the other provisions of this Agreement. 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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. 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 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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.9. ​

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by applicable law, the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding prior to its final disposition(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 90 days, within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoiceso included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and interest-free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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. Indemnitee hereby undertakes shall qualify for advances upon the execution and delivery to repay any advance the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall reimburse the Company for all Expenses advanced (without interest) by the 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 CompanyCompany for such Expenses. This Section 8 shall not apply to the extent advancement is prohibited by law and 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The Company Notwithstanding any provision of this Agreement to the contrary, the Corporation shall advance advance, to the extent not prohibited by applicable law, all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding prior to its final dispositionProceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within twenty (20) days after the receipt by the Company Corporation of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice)) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesexpenses 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 Corporation to support the advances claimed. The Indemnitee hereby shall qualify for advances upon the execution and delivery to the Corporation of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by applicable law to repay any advance the 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 CompanyCorporation. No other form of undertaking shall be required other than the execution of this Agreement. This Section 8 10 shall not apply to the extent advancement is prohibited to, and no advances shall be made with respect to, any claim made by law and shall not apply to any Proceeding (or any part of any Proceeding) Indemnitee for which indemnity is not permitted excluded pursuant to Section 9(a) or 9(c). The right to advances under this Agreement, but paragraph shall apply to any Proceeding (or any part in all events continue until final disposition 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses 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 to its final dispositionapproval 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 90 days, within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses buttime, in the case whether prior to or after final disposition 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)Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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. Indemnitee hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to repay any advance the 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. 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 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than 14(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses 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 to its final dispositionapproval of the Board as provided in 9(c), and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 invoices received 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 connection with such Expenses but, in so notifying 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 Company shall not be included with the invoice)constitute a waiver by Indemnitee of any rights under this Agreement. Advances shall be unsecured and interest free free. Advances shall be made without regard to Xxxxxxxxxx’s ability to repay the Expenses and made without regard to Indemnitee’s ability ultimate entitlement to repay such advancesindemnification under the other provisions of this Agreement. 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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 KL3 2697002.1 than the execution of this Agreement. This Section 8 shall not apply to the extent advancement is prohibited by law and 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 30 days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and free, made without regard to Indemnitee’s ability to repay such advances, and made without regard to Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or 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 hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, except, with respect to advances of expenses made pursuant to Section 10(c), in which case Indemnitee makes the undertaking provided in Section 10(c). No other undertaking shall be required. This Section 8 6 shall not apply to the extent advancement is prohibited by law and (as determined by a court of competent jurisdiction in a final adjudication not subject to further appeal). 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 Proceeding (or any part receive advancement of any Proceeding) for which indemnity is not permitted expenses under this Agreement, but shall apply to any Proceeding (. Without limiting the generality or any part effect 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14within thirty days after any request by Indemnitee, no advance shall be made by 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 any Proceeding if a determination is reasonably and promptly made (i) by a majority vote of the directors who are not parties an amount sufficient to pay such Proceeding, even though less than a quorumExpenses, or (iic) by a committee or subcommittee of reimburse Indemnitee for 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 CompanyExpenses.

Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 60 days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses butExpenses, in the case of invoices in connection with legal services, provided that Indemnitee may redact therefrom any references to legal work performed at the direction of or for the benefit of Indemnitee or to expenditure made by or on behalf of Indemnitee if Indemnitee determines that the disclosure thereof would cause Indemnitee to waive jeopardize any privilege accorded to Indemnitee by applicable law shall not be included with the invoicelaw). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the CompanyCompany 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 (without interest) by the Company pursuant to this Section 8, if and only to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company therefor under this Agreement. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or 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 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined Company and to any action initiated pursuant to Section 14, 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 Company12(d).

Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition, and such advancement shall be made 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 from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 0 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or 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 7(b) 0 or 7(c) 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 140, 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 may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume the defense of such 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 to do 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 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, the Company shall be obligated to pay the fees and expenses of Indemnitee’s separate counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there 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 (iv) the Company shall not 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 its sole discretion. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company. Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the Company’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall have the right to settle any Proceeding (or any part thereof) without the consent of Indemnitee.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses 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 to its final dispositionapproval of the Board as provided in Section 9(c), and such advancement shall be made as soon as reasonably practicable, possible but in any event no later than 90 days, thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses buttime, in the case whether prior to or after final disposition 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)Proceeding. Advances shall be unsecured and interest free 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 Xxxxxxxxxx’s ability to repay the Expenses and made without regard to Indemnitee’s ability ultimate entitlement to repay such advancesindemnification under the other provisions of this Agreement. 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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. 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 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary, the Company shall advance advance, to the extent not prohibited by applicable law, 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 prior to its final dispositionProceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice)) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesexpenses 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by applicable law to repay any advance the 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. 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 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is not permitted excluded pursuant to Section 9. The right to advances under this Agreement, but paragraph shall apply to any Proceeding (or any part in all events continue until final disposition 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 15(d)), the Company shall advance promptly, to the extent not prohibited by law, the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding prior to its final disposition(or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made as soon as reasonably practicablemade, but in any event no later than 90 days, within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoiceso included), whether prior to or after final disposition of any Proceeding 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 and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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. This Section 8 shall not apply to the extent advancement is prohibited by law and 11 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company10.

Advances of Expenses. (a) The Company shall advance the pay all Expenses incurred by or on behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by or on behalf of Indemnitee within three months) in connection with any Proceeding prior to its final disposition, and such advancement shall which Indemnitee is a party or is threatened to be made as soon as reasonably practicable, but a party or in any event no later than 90 days, after the receipt by the Company of which Indemnitee is a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses butwitness, in either case by reason of the case fact that Indemnitee is or was an Agent of invoices the Company, 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 advance of the invoice)final disposition of such Proceeding. Advances shall be unsecured and interest free and 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. Expenses payable by the Company in advance shall include (i) Expenses incurred pursuing a Proceeding to enforce the right to indemnification or advancement of expenses under this Agreement, the DGCL or otherwise or a right to D&O Insurance, and (ii) Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. No such advances. Expenses shall be paid by the Company unless Indemnitee hereby undertakes delivers a written undertaking to the Company to repay any advance and all such Expenses advanced to him or her if, and to the extent that that, it is shall ultimately be determined by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the CompanyCompany as authorized by this Agreement or otherwise. This Section 8 Any such repayment shall not apply to be made within 60 calendar days after the extent advancement is prohibited by law and shall not apply to any later of the conclusion of the corresponding Proceeding (or 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 7(b) or 7(c) prior to a such final determination that Indemnitee is not entitled to be indemnified by the Companyso indemnified. Notwithstanding the foregoing, unless otherwise determined pursuant The Company shall not impose on Indemnitee additional conditions to Section 14, no advance advancement or require from Indemnitee additional undertakings regarding repayment. The advances to be made hereunder shall be made paid by the Company to or on behalf of Indemnitee within 30 calendar days following delivery of a written request therefor by Indemnitee to the Company. The request shall reasonably evidence the Expenses incurred (or expected to be incurred) by Indemnitee in connection therewith. The Indemnitee’s entitlement to advancement of Expenses shall include those incurred in connection with any Proceeding if by Indemnitee seeking a determination is reasonably and promptly made (i) by a majority vote of the directors who are not parties determination, adjudication or award in arbitration pursuant 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 Companythis Agreement.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition(or any part of any Proceeding) not initiated by Ixxxxxxxxx, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses buttime, in the case whether prior to or after final disposition 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)Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified or held harmless under the other provisions of this Agreement. In accordance with Section 14(d), advances shall include any and all reasonable Expenses incurred (or reasonably expected by Indemnitee hereby to be incurred by Indemnitee within three months) pursuing an action to enforce this right of advancement, including Expenses incurred (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) 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 undertakes to repay any advance the amounts advanced (without interest) to the extent that it is ultimately determined by final judicial decision of a court of competent jurisdiction from which there is no future right to appeal that Indemnitee is not entitled to be indemnified by the CompanyCompany under the Certificate of Incorporation, under the Bylaws, under any agreement, by the vote of its stockholders or disinterested directors, applicable law (including the DGCL) or otherwise. 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 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The (a) Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by law or excluded from the Company's indemnification obligations by Section 9, the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding prior to its final disposition(or any part of any Proceeding), and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoiceso included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s 's ability to repay such advancesthe Expenses and without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions of this Agreement. 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the CompanyCompany under this Agreement, applicable law, the By-laws, the Certificate of Incorporation, or otherwise. 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 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The Company Notwithstanding any provision of this Agreement to the contrary, the Partnership shall advance advance, to the extent not prohibited by applicable law, 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 prior to its final dispositionProceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within twenty (20) days after the receipt by the Company Partnership of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice)) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe 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 Partnership to support the advances claimed. The Indemnitee hereby shall qualify for advances upon the execution and delivery to the Partnership of this Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by applicable law to repay any advance the 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 CompanyPartnership. 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 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is not permitted excluded pursuant to Section 9. The right to advances under this Agreement, but paragraph shall apply to any Proceeding (or any part in all events continue until final disposition 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Company shall advance To the fullest extent permitted by applicable law, the Expenses incurred by Indemnitee pursuant to Sections 3 and/or 4 of this Agreement in connection with any Proceeding prior to its final dispositionor any claim, and such advancement issue or matter therein shall be made as soon as reasonably practicablepaid by the Company in advance of the final disposition of such Proceeding or any claim, but in any event issue, or matter therein no later than 90 days, 10 days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received affirmation 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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and 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 such advances. Indemnitee hereby undertakes to repay any advance amount to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 The Indemnitee Undertaking, which shall not apply 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 extent Act, any advancement is prohibited 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 or her undertaking, (b) the Company shall be insured against losses arising by law and shall not apply to any Proceeding (or any part reason of any Proceedinglawful advances or (c) for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding (or any part a majority of any Proceeding) referenced in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by quorum of Disinterested Directors of the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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, shall determine, based on a review of readily available facts (as opposed to a trial-type inquiry), that facts known there is reason to believe Indemnitee ultimately will be found entitled to indemnification. Any judgments, fines, or amounts to be paid in settlement of any Proceeding shall also be advanced by the Company upon request by Indemnitee. If the Company advances or pays any amount to Indemnitee under Section 3, 4, 5, 6, or 7 and if Indemnitee shall thereafter receive all or a portion of such amount under one or more policies of directors and officers liability insurance maintained by the Company or pursuant to a trust fund, letter of credit, or other security or funding arrangement provided by the Company, Indemnitee shall promptly repay such amount or such portion thereof, as the case may be, 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. The Notwithstanding any provision of this Agreement to the contrary (other than 14(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses 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 to its final dispositionapproval of the Board as provided in 9(c), and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 invoices received 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 connection with such Expenses but, in so notifying 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 Company shall not be included with the invoice)constitute a waiver by Indemnitee of any rights under this Agreement. Advances shall be unsecured and interest free free. Advances shall be made without regard to Xxxxxxxxxx’s ability to repay the Expenses and made without regard to Indemnitee’s ability ultimate entitlement to repay such advancesindemnification under the other provisions of this Agreement. 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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. This Section 8 shall not apply to the extent advancement is prohibited by law and 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, after the receipt advanced by the Company prior to the final disposition of a such proceeding at the written statement or statements requesting such advances from time to time (which request of Indemnitee, but only if Indemnitee 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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability undertake to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that advances 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. This Section 8 shall not apply Board of Directors of the Company to the extent advancement is prohibited by law and this Agreement was so approved. In determining whether or not to make an advance hereunder, the ability of Indemnitee to repay shall not apply 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 any Proceeding (or any part of any Proceeding) make the advances called for which indemnity is not permitted under this Agreementhereby if Independent Legal Counsel advises in writing that the Company has probable cause to believe, but shall apply to any Proceeding (or any part of any Proceeding) referenced in Section 7(b) or 7(c) prior to a determination and the Company does believe, that Indemnitee is did not act in good faith with regard to the subject matter of the Proceeding or a material portion thereof. The Company shall be entitled to be indemnified participate in the Proceeding and to assume the defense thereof, with counsel chosen by the Company. Notwithstanding the foregoingCompany reasonably satisfactory to Indemnitee, unless otherwise determined pursuant to Section 14, no advance shall be made by and after notice from the Company to Indemnitee of its election to assume the defense thereof, the Company shall not be liable to Indemnitee under this Paragraph 6 for any Expenses of other counsel or any other Expenses, in any Proceeding if 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 determination is reasonably and promptly made (i) by a majority vote defense of the directors who are not parties to such Proceeding, even though less than a quorum, or (ii) by a committee or subcommittee action with counsel 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 Indemnitee's choosing reasonably satisfactory to the decision-making party at the time such determination is made demonstrate clearly Company, with reasonable attorneys' fees and convincingly that such person acted in bad faith or in a manner that such person did not believe other reasonable Expenses to be in paid by the best interests Company within thirty (30) 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 Indemnitee shall cooperate fully in the defense of any Proceeding regardless of which party assumes the defense; provided, further, Indemnitee's cooperation shall be without compensation.

Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition, and such advancement shall be made 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 from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and free. Advances shall be made without regard to (a) Indemnitee’s ability to repay such advances, (b) ultimate entitlement to indemnification under the other provisions of this Agreement, or (c) entitlement to and 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 hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other undertaking shall be required This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or any part of any Proceeding) for which indemnity is not permitted under this AgreementAgreement pursuant to Sections 7(a) or 7(d), 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. (a) The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final dispositionresolution, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 30 days, after the receipt by the Company of a written statement or statements requesting such advance or advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. The Indemnitee shall qualify for advances to the fullest extent permitted by applicable law upon the execution and hereby undertakes to repay 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 law, as determined in a final adjudication and not subject to further appeal, and shall not apply to any Proceeding (or 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 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding Without limiting the generality or effect of the foregoing, unless otherwise determined pursuant to Section 14within 30 days after any request by Indemnitee, no advance shall be made by 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 any Proceeding if a determination is reasonably and promptly made (i) by a majority vote of the directors who are not parties an amount sufficient to pay such Proceeding, even though less than a quorumExpenses, or (iic) by a committee or subcommittee of reimburse Indemnitee for 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 CompanyExpenses.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary, the Company shall advance advance, to the extent not prohibited by applicable law, 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 prior to its final dispositionProceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice)) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesexpenses 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by applicable law to repay any advance the 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. The execution of this Agreement shall satisfy the requirement set forth under Section 4.05 of the LLC Agreement and no other form of undertaking shall be required to receive advances of Expenses. This Section 8 shall not apply to the extent advancement is prohibited by law and 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is not permitted excluded pursuant to Section 9. The right to advances under this Agreement, but paragraph shall apply to any Proceeding (or any part in all events continue until final disposition 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary, the Company shall advance the Expenses incurred (or reasonably expected by Indemnitee to be incurred within three months) by Indemnitee in connection with any Proceeding prior to its final disposition, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, 15 days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices invoices, estimates or fee proposals 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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advancesadvances or Indemnitee’s ultimate entitlement to be indemnified under the other provisions of this Agreement. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or 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 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Indemnitee shall have the right to advancement by the Company shall advance prior to the final disposition of any Proceeding or any claim, issue or other matter therein of any and all Expenses incurred by Indemnitee in connection with defense of such Proceeding or any Proceeding prior to its final dispositionclaim, and such advancement shall be made as soon as reasonably practicableissue or other matter therein. Without limiting the generality or effect of the foregoing, but in within 10 business days after any event no later than 90 daysrequest by Indemnitee, after the receipt by the Company shall, in accordance with such request, (a) pay such Expenses on behalf of a written statement Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses or statements requesting (c) reimburse Indemnitee for such advances from time Expenses; provided that Indemnitee shall repay any amounts actually advanced to time (Indemnitee that, at the final disposition of the Proceeding to which shall include invoices received the advance related, were in excess of amounts paid or payable by Indemnitee in connection with respect of Expenses relating to, arising out of or resulting from such Expenses but, in Proceeding; and provided further the case Company receives an undertaking by or on behalf 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). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability (“Indemnitee Undertaking”) to repay such advances. Indemnitee hereby undertakes to repay any advance amount paid, advanced or reimbursed to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 The Indemnitee Undertaking shall not apply be substantially on the form of Exhibit A to this Agreement and shall be accepted without reference to the extent financial ability of the Indemnitee to make such repayment. 5 8. Notice and Defense of a Proceeding. As a condition precedent to the right to be indemnified or receive advancement is prohibited by law and shall not apply to of Expenses, the Indemnitee must notify the Company in writing as soon as practicable of any Proceeding (or any part of any Proceeding) for which indemnity will or could be sought. With respect to any such Proceeding of which the Company is so notified, the Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Company to the Indemnitee of its election so to assume such defense, the Company shall not permitted under be liable to the Indemnitee for any legal or other Expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided in this AgreementSection 8. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall apply to any Proceeding be at the expense of the Indemnitee unless (or any part i) the employment of any Proceeding) referenced in Section 7(b) or 7(c) prior to a determination that counsel by the Indemnitee is not entitled to be indemnified has been authorized by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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 counsel to the Indemnitee shall have reasonably concluded that there may be a committee conflict of interest or subcommittee position on any significant issue between the Company and the Indemnitee in the conduct of the defense of such directors designated by majority vote of such directors, even though less than a quorumProceeding, or (iii) if there are no the Company shall not in fact have employed counsel to assume the defense of such directorsaction, or if such directors so direct, by Independent Counsel in a written opinion, that facts known to each of which cases the decision-making party fees and other Expenses of counsel for the Indemnitee shall be at the time such determination is made demonstrate clearly expense of and convincingly that such person acted borne by the Company, except as otherwise expressly provided by this Agreement, and in bad faith no event shall the Company be required to bear the expense of more than one counsel for all Indemnitees with respect to a Proceeding. The Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any Proceeding brought by or in a manner that such person did not believe to be in the best interests right of the CompanyCompany or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. 9.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding or the preparation of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior to its final dispositionapproval 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 90 days, within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses buttime, in the case whether prior to or after final disposition 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)Proceeding. Advances shall be unsecured and interest free and 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, and Indemnitee’s right to such advancesadvancement is not subject to the satisfaction of any standard of conduct. 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 right to advances under this section shall in all events continue until final disposition of any Proceeding, including any appeal therein. The Indemnitee hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. This Section 8 shall not apply to the extent advancement is prohibited by law and 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition(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 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses buttime, in the case whether prior to or after final disposition 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)Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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. This Section 8 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 extent amount paid under any insurance policy or other advancement provision or (y) made by Indemnitee for which indemnity is prohibited by law and shall not apply excluded pursuant to Section 9(b) or (z) except as provided in Section 14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) for which indemnity is not permitted under this Agreementinitiated by Indemnitee, but shall apply to including any Proceeding (or any part of any Proceeding) referenced in Section 7(binitiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or 7(cany part of any Proceeding) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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, its initiation or (ii) by a committee or subcommittee of such directors designated by majority vote of such directorsthe Company provides the advancement, even though less than a quorumin its sole discretion, or (iii) if there are no such directors, or if such directors so direct, by Independent Counsel in a written opinion, that facts known pursuant 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 powers vested in the best interests of the CompanyCompany under applicable law.

Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding whether prior to or after its final disposition, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 30 days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall are not required to be included with the invoice). Advances shall be unsecured and interest free and free, made without regard to Indemnitee’s ability to repay such advances, and made without regard to Indemnitee’s entitlement to and 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)). 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. Indemnitee hereby undertakes to repay 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, except, with respect to advances of expenses made pursuant to Section 12(c) below, in which case Indemnitee makes the undertaking provided in Section 12(c) below. This Section 8 No other undertaking shall not apply be required. The right to the extent advancement is prohibited by law and advances under this section shall not apply to any Proceeding (or any part in all events continue until final disposition of any Proceeding) for which indemnity is not permitted under this Agreement, but shall apply to including 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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 Companyappeal therein.

Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 30 days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure made that would upon the written advice of counsel cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoiceinvoice so long as Indemnitee provides, to the extent practicable, reasonable alternative documentation of such Expense that would not cause waiver of such privilege). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, except, with respect to advances of expenses made pursuant to Section 10(c), in which case Indemnitee makes the undertaking provided in Section 10(c). This Section 8 6 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or 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 7(b5(b) or 7(c5(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Company Notwithstanding any provision of this Agreement to the contrary, the Indemnifying Companies, jointly and severally, shall advance advance, to the extent not prohibited by applicable law, all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding prior to its final dispositionProceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice)) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free (both prior to and after coming due). Advances shall be made without regard to Indemnitee’s ability to repay such advancesexpenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by applicable law to repay any advance the 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 CompanyIndemnifying Companies. No other form of undertaking shall be required other than the execution of this Agreement. This Section 8 shall not apply to the extent any request for advancement is prohibited by law and shall not apply relating to any Proceeding (or any part of any Proceeding) claim for which indemnity is not permitted excluded pursuant to Section 7(a). The right to advances under this Agreement, but paragraph shall apply to any Proceeding (or any part in all events continue until final disposition 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior in which Indemnitee is, or is threatened to its final dispositionbe made, a party to or a participant in by reason of Indemnitee’s Corporate Status, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 20 days, after the receipt by the Company of a written statement or statements from Indemnitee requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or 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 7(b) or 7(c) of this Agreement prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Company shall advance To the fullest extent permitted by applicable law, the Expenses incurred by Indemnitee pursuant to Sections 3 and/or 4 of this Agreement in connection with any Proceeding prior to its final dispositionor any claim, and such advancement issue or matter therein shall be made as soon as reasonably practicablepaid by the Company in advance of the final disposition of such Proceeding or any claim, but in any event issue, or matter therein no later than 90 days, 10 days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received affirmation 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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and 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 such advances. Indemnitee hereby undertakes to repay any advance amount to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 The Indemnitee Undertaking, which shall not apply 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 extent Act, any advancement is prohibited 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 or her undertaking, (b) the Company shall be insured against losses arising by law and shall not apply to any Proceeding (or any part reason of any Proceedinglawful advances or (c) for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding (or any part a majority of any Proceeding) referenced in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by quorum of Disinterested Directors of the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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, shall determine, based on a review of readily available facts (as opposed to a trial-type inquiry), that facts known there is reason to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith believe Indemnitee ultimately will be found entitled to indemnification. Any judgments, fines, or in a manner that such person did not believe amounts to be paid in settlement of any Proceeding shall also be advanced by the best interests Company upon request by Indemnitee. If the Company advances or pays any amount to Indemnitee under Section 3, 4, 5, 6, or 7 and if Indemnitee shall thereafter receive all or a portion of such amount under one or more policies of directors and officers liability insurance maintained by the Company or pursuant to a trust fund, letter of credit, or other security or funding arrangement provided by the Company, Indemnitee shall promptly repay such amount or such portion thereof, as the case may be, to the Company.

Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding whether prior to or after its final disposition, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 thirty days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall are not required to be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advancesadvances 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 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 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. Indemnitee hereby undertakes to repay 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 not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or 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 7(b) or 7(c) hereof prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, no advance The Company 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 quorumseek, or (ii) by assist any other party to seek, from a committee court a “bar order” which would have the effect of prohibiting or subcommittee limiting the Indemnitee’s rights to receive advancement 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 Companyexpenses under this Agreement.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses 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 to its final dispositionapproval 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 90 days, within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which time, whether prior to or after final disposition of any Proceeding, but in no case shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, be required to convey any references to legal work performed or to expenditure made information that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice)law. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses, without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, and without regard to the entitlement to and 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 advancesadvancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)). 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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. This Section 8 No other form of undertaking shall not apply to be required other than the extent advancement is prohibited by law and shall not apply to any Proceeding (or any part execution of any Proceeding) for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding (. Without limiting the generality or any part effect 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14within thirty days after any request by Indemnitee, no advance shall be made by 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 any Proceeding if a determination is reasonably and promptly made (i) by a majority vote of the directors who are not parties an amount sufficient to pay such Proceeding, even though less than a quorumExpenses, or (iic) by a committee or subcommittee of reimburse Indemnitee for 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.Expenses

Advances of Expenses. (a) The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final dispositionresolution, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 60 days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking provided that the Indemnitee undertakes to the fullest extent permitted by law to repay any 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 (or 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 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition, and such advancement shall be made 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 from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, except, with respect to advances of expenses made pursuant to Section 12(c) below, in which case Indemnitee makes the undertaking provided in Section 12(c) below. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or 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 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, at the request of Indemnitee and to the extent not prohibited by law, the Expenses incurred and paid by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than as contemplated by Section 14(d)) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c) and any Expense required pursuant to its final dispositionSection 12(a), and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses buttime, in the case whether prior to or after final disposition 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)Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 14(d), advances shall include any and all 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. Indemnitee hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to repay any advance the 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, except as may be expressly required by the DGCL. This Section 8 shall not apply to the extent advancement is prohibited by law and 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary, the Company shall advance advance, to the extent not prohibited by applicable law, 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 prior to its final dispositionProceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice)) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by applicable law to repay any advance the 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. 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 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is not permitted excluded pursuant to Section 9. The right to advances under this Agreement, but paragraph shall apply to any Proceeding (or any part in all events continue until final disposition 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Company shall advance To the maximum extent permitted by applicable law, Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition, Claims and such advancement Actions shall be made as soon as reasonably practicable, but in any event no later than 90 days, after the receipt paid by the Company in advance upon the final disposition of such Claims and Actions, provided that the Company receives a written statement or statements requesting such advances undertaking from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes director to repay any 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. This Section 8 Notice of Claim 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 (or 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. Defence 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 apply 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 advance of the final disposition of a proceeding, will be made only upon delivery to the extent advancement is prohibited Company of an undertaking, by law and shall not apply or on behalf of the Indemnitee, to any Proceeding (or 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 7(b) or 7(c) prior to a determination 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. Notwithstanding With respect to a Claim or Action for which the foregoingCompany is obligated to indemnify the Indemnitee hereunder, unless the Company may conduct negotiations toward the Settlement and, with the written consent of the Indemnitee, make such Settlement as it deems expedient; provided, however, that the Indemnitee shall not be required, as part of any post-Settlement, to admit liability or agree to indemnify the 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 a proposed Settlement which is otherwise determined pursuant acceptable to the Company and the claimant and which otherwise meets the requirements of Section 1410, no advance shall be the Company may require the Indemnitee to negotiate or defend the Claim or Action independently of the Company and in such event any amount recovered by such claimant in excess of the amount for which Settlement could have been made by the Company to Indemnitee in any Proceeding if a determination is reasonably will not be recoverable under this Agreement, it being further agreed by the Parties that the Company will only be responsible for legal fees 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 costs up to the decision-making party time at the time which 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 CompanySettlement could have been made.

Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final dispositionProceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 30 days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall (a) 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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice, and (b) contain the affirmation required by Section 9(a)). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. The Indemnitee hereby 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 undertakes to repay any 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 as determined in a final adjudication and shall not apply to any Proceeding (or 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 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, no advance The Company shall be made by the Company to Indemnitee in any Proceeding if not seek from 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 quorumcourt, or (ii) by agree to, a committee “bar order” which would have the effect of prohibiting or subcommittee limiting the Indemnitee’s rights to receive advancement 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.expenses under this Agreement

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary, the Company shall advance advance, to the extent not prohibited by applicable law, all Expenses incurred by or on behalf of Indemnitee (or which Indemnitee determines are reasonably likely to be paid or incurred by or on behalf of Indemnitee within three (3) months) in connection with any Proceeding prior to its final dispositionProceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice)) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesexpenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. The Indemnitee hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by applicable law to repay any advance the amounts advanced (without interest) only 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. This Section 8 No other form of undertaking shall not apply be required, nor shall the * Bracketed language to be included in indemnification agreement entered into by directors designated by P2 and GS. Company impose on Indemnitee additional conditions to advancement, other than the extent advancement is prohibited by law and execution of this Agreement. The right to advances under this paragraph shall not apply to any Proceeding (or any part in all events continue until final disposition of any Proceeding. Nothing in this Section 10 shall limit Indemnitee’s right to advancement pursuant to Section 14(e) of this Agreement. The parties agree that for the purposes of any advancement of Expenses for which indemnity is not permitted under Indemnitee has made written demand to the Company in accordance with this Agreement, but all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable 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 be presumed conclusively to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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 Companyreasonable.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary, the Company shall advance advance, the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition(or any part of any Proceeding or the preparation of any Proceeding), and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses buttime, in the case whether prior to or after final disposition 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)Proceeding. Advances shall be unsecured and interest free and 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, and Indemnitee’s right to such advancesadvancement is not subject to the satisfaction of any standard of conduct. 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 hereby 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, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. This Section 8 shall not apply to the extent advancement is prohibited by law and 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 149(a), no advance shall be made by the Company to Indemnitee in any Proceeding if a determination is reasonably and promptly made (ib) 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 Companyc).

Advances of Expenses. The Company shall advance To the fullest extent permitted by applicable law, the Expenses incurred by Indemnitee pursuant to Sections 3 and/or 4 of this Agreement in connection with any Proceeding prior to its final dispositionor any claim, and such advancement issue or matter therein shall be made as soon as reasonably practicablepaid by the Company in advance of the final disposition of such Proceeding or any claim, but in any event issue, or matter therein no later than 90 days, 10 days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received affirmation 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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and 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 such advances. Indemnitee hereby undertakes to repay any advance amount to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 The Indemnitee Undertaking, which shall not apply 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 extent Act, any advancement is prohibited 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 or her undertaking, (b) the Company shall be insured against losses arising by law and shall not apply to any Proceeding (or any part reason of any Proceedinglawful advances or (c) for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding (or any part a majority of any Proceeding) referenced in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by quorum of Disinterested Directors of the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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, shall determine, based on a review of readily available facts (as opposed to a trial-type inquiry), that facts known there is reason to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith believe Indemnitee ultimately will be found entitled to indemnification. Any judgments, fines, or in a manner that such person did not believe amounts to be paid in settlement of any Proceeding shall also be advanced by the best interests of Company upon request by Indemnitee. Advances made by the CompanyCompany under this Section 7 are subject to refund by Indemnitee as provided in Section 20.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary, the Company shall advance advance, to the extent not prohibited by law, the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding prior to its final disposition(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 90 days, within thirty (30) calendar days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoiceso included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free free. Advances shall be made without regard to Xxxxxxxxxx's ability to repay the Expenses and made without regard to Indemnitee’s ability ultimate entitlement to repay such advancesindemnification under the other provisions of this Agreement. 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 but not limited to Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the amounts advanced (without interest) 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 by both parties of this Agreement. This Section 8 shall not apply to 10 of the extent advancement is prohibited by law and Agreement shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which an indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9 thereof.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses 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 to its final dispositionapproval of the Board as provided in Section 9(c), and such advancement shall be made as soon as reasonably practicable, possible but in any event no later than 90 days, twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses buttime, in the case whether prior to or after final disposition 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)Proceeding. Advances shall be unsecured and interest free and 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 such advancesthe Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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. 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 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary, the Company shall advance advance, to the extent not prohibited by law, the Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding prior to its the final dispositiondisposition of any Proceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within ten (10) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice)time. Advances shall be unsecured and interest free and free. The Indemnitee’s right to advancement is not subject to the satisfaction of any standard of conduct. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or any part of any Proceeding) for which indemnity is not permitted under this Agreement; provided, 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, no advance shall be made by the Company to Indemnitee in any Proceeding if a determination is reasonably and promptly made (i) such Indemnitee shall provide security for his or her undertaking, (ii) the Company shall be insured against losses arising by reason of such Indemnitee’s failure to fulfill his or her undertaking or (iii) a majority vote of the Disinterested Directors and directors who are not parties to such Proceeding, even though less than “interested persons” (as defined in the 0000 Xxx) of the Company (provided that a quorum, or (ii) by a committee or subcommittee majority of such directors designated by majority vote of such directors, even though less than a quorumthen in office act on the matter), or (iii) if there are no such directors, or if such directors so direct, by Independent Counsel independent legal counsel in a written opinionopinion shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that facts known there is reason to believe such Indemnitee ultimately will be entitled to indemnification. Only to the decision-making party at extent required by MGCL or as may hereafter be amended or interpreted, the time such determination Indemnitee’s right to advancement is made demonstrate clearly and convincingly that such person acted in bad faith or in subject to a manner that such person did not believe to be in the best interests written affirmation of the CompanyIndemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company has been met.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding prior to its final disposition(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 90 days, within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoiceso included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and interest-free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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. This Section 8 shall not apply to the extent advancement is prohibited by law and 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 15(d)), the Company shall advance advance, to the fullest extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Permitted Indemnitee Initiated Proceeding prior to its final disposition, and such advancement shall be made 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 from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within 15 days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest-free. 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 (or not in contravention of) applicable law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, 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 thereof, 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, by clear and convincing evidence, that the applicable standard of conduct has not been met by Indemnitee and which have not been successfully resolved as described in Section 5 of this Agreement. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses, without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, and without any requirement to post security therefor. 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. This Section 11 shall not apply to any claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The Company shall advance advance, to the extent not prohibited by law, the reasonable Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition, and such Proceeding. Such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses butExpenses—the invoices to afford sufficient detail to permit the Company to assess the reasonableness of the Expense advancement requested; provided, however, that in the case of invoices in connection with legal services, any references to legal work performed or to expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law may be redacted from the invoice) from time to time, whether prior to or after final disposition of any Proceeding. Indemnitee shall not be included reasonably cooperate with the invoice)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 and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe 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. The Indemnitee hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by law to repay any 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. This Section 8 shall not apply to the extent advancement is prohibited by law and 9 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is not permitted excluded pursuant to Section 8. The right to advances under this Agreement, but paragraph shall apply to any Proceeding (or any part in all events continue until final disposition 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, no advance shall be made by the Company to Indemnitee in including 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 Companyappeal therein.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses 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 to its final dispositionapproval 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 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 invoices received 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 connection with such Expenses but, in so notifying 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 Company shall not be included with the invoice)constitute a waiver by Indemnitee of any rights under this Agreement. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s 's ability to repay such advancesthe Expenses and without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions of this Agreement. 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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. This Section 8 shall not apply to the extent advancement is prohibited by law and 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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 Company9.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 13(d)), the Company shall advance advance, to the extent not prohibited by applicable law, the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding prior to its final disposition(or any part of any Proceeding), and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within 20 days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice)) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 13(d), advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement and to enforce Indemnitee’s rights generally under this Agreement (including rights to indemnity generally), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to repay any the advance of Expenses to the extent required by applicable 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. 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 9 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is excluded pursuant to Section 8 following the ultimate determination by a court of competent jurisdiction in a final judgment, not permitted subject to appeal, or other competent authority or arbitrator. The right to advances under this Agreement, but paragraph shall apply to any Proceeding (or any part in all events continue until final disposition of any Proceeding) referenced in , including any appeal therein. For the avoidance of doubt, the provisions of Section 7(b) or 7(c) prior 11 shall not apply to a determination that Indemnitee is not entitled to be indemnified advancement of Expenses as contemplated by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to this Section 14, 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 Company9.

Advances of Expenses. The Company shall advance To the fullest extent permitted by applicable law, the Expenses incurred by Indemnitee pursuant to Sections 3 and/or 4 of this Agreement in connection with any Proceeding prior to its final dispositionor any claim, and such advancement issue or matter therein shall be made as soon as reasonably practicablepaid by the Company in advance of the final disposition of such Proceeding or any claim, but in any event issue, or matter therein no later than 90 days, 10 days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received affirmation 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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and 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 such advances. Indemnitee hereby undertakes to repay any advance amount to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 The Indemnitee Undertaking, which shall not apply 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 extent Act, any advancement is prohibited 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) the Company shall be insured against losses arising by law and shall not apply to any Proceeding (or any part reason of any Proceedinglawful advances or (c) for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding (or any part a majority of any Proceeding) referenced in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by quorum of Disinterested Directors of the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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, shall determine, based on a review of readily available facts (as opposed to a trial-type inquiry), that facts known there is reason to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith believe Indemnitee ultimately will be found entitled to indemnification. Any judgments, lines, or in a manner that such person did not believe amounts to be paid in settlement of any Proceeding shall also be advanced by the best interests Company upon request by Indemnitee. If the Company advances or pays any amount to Indemnitee under Section 3, 4, 5, 6, or 7 and if Indemnitee shall thereafter receive all or a portion of such amount under one or more policies of directors and officers liability insurance maintained by the Company or pursuant to a trust fund, letter of credit, or other security or funding arrangement provided by the Company, Indemnitee shall promptly repay such amount or such portion thereof, as the case may be, to the Company.

Advances of Expenses. The Company shall advance advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with 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 11 or (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, prior to its final disposition, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 30 days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, except, with respect to advances of expenses made pursuant to Section 11(c), in which case Indemnitee makes the undertaking provided in Section 11(c). This Section 8 7 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or 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 7(b6(b) or 7(c6(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary, the Company shall advance advance, to the extent not prohibited by applicable law, 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 prior to its final dispositionProceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within 20 days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice)) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesexpenses 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by applicable law to repay any advance the 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. 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 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is not permitted excluded pursuant to Section 9. The right to advances under this Agreement, but paragraph shall apply to any Proceeding (or any part in all events continue until final disposition 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. (a) The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final dispositionresolution, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 30 days, after the receipt by the Company of a written statement or statements requesting such advance or advances from time to time (which shall include (a) 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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoiceinvoice and (b) contain the affirmation required by Section 9(a)). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. The Indemnitee hereby shall qualify for advances to the fullest extent permitted by law upon the execution hereby; provided, however, Indemnitee undertakes to repay 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. This Section 8 shall not apply to the extent advancement is prohibited by law as determined in a final adjudication and shall not apply to any Proceeding (or 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 Sections 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary, the Company shall advance advance, to the extent not prohibited by applicable law, 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 prior to its final dispositionProceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice)) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay 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 advancesparty (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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by applicable law to repay any advance the 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. 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 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is not permitted excluded pursuant to Section 9. The right to advances under this Agreement, but paragraph shall apply to any Proceeding (or any part in all events continue until final disposition 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding prior to its final disposition(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 90 days, within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses buttime, in the case whether prior to or after final disposition 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)Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s 's ability to repay such advancesthe Expenses and without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions of this Agreement. 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any advance the 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. This Section 8 shall not apply to the extent advancement is prohibited by law and 10 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 149. As a condition for obtaining advances of attorney’s fees, no advance shall be made Indemnitee must comply with the terms of any liability insurance policy or policies maintained by the Company to Indemnitee in any Proceeding if a determination is reasonably and promptly made (i) by a majority vote for directors, officers, employees, or agents of the directors who are not parties Enterprise that may require the Indemnitee to such Proceeding, even though less than a quorum, engage an attorney (or (iifirm) that has been approved 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 the insurance carrier 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 order to be in the best interests of the Companyentitled to coverage under such policy or policies.

Advances of Expenses. The Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition(or any part of any Proceeding) not voluntarily initiated by Indemnitee, and such advancement shall be made as soon as reasonably practicable, practicable but in any event no later than 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not may be included with redacted from the invoice)) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe amounts advanced and without regard to Indemnitee’s ultimate entitlement to 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 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 hereby undertakes shall qualify for advances as contemplated by this Agreement upon the execution and delivery to the Company of this Agreement, which constitutes an undertaking by the Indemnitee to repay any advance the 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. No other form of undertaking to repay Expenses advanced by the Company shall be required from Indemnitee other than the execution of this Agreement. This Section 8 shall not apply to the extent advancement is prohibited by law and 9 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which Indemnitee’s rights to indemnity is 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. Notwithstanding the foregoing, unless otherwise determined held harmless are excluded pursuant to Section 14, 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 Company8.

Advances of Expenses. The Company shall advance advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final dispositionProceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice)) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe 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 hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by law to repay any 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 CompanyCompany under applicable law. This Section 8 shall not apply to the extent advancement is prohibited by law and 5 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is not permitted excluded pursuant to Section 4 or 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 Agreement, but Section 5 shall apply to any Proceeding (or any part in all events continue until final disposition 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, no advance shall be made by the Company to Indemnitee in including 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 Companyappeal therein.

Advances of Expenses. The Company shall advance the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding prior to its final dispositionresolution, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 30 days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. The Company’s obligation to provide an advancement of expenses is subject to the following conditions: (a) if the proceeding arose in connection with Indemnitee’s service as a director or officer, as applicable, then the Indemnitee or his or her representative shall have executed and delivered to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s financial ability to make repayment, by or on behalf of Indemnitee to repay all advances if and to the extent that it shall ultimately be determined by a final, non-appealable decision rendered by a court having jurisdiction over the parties and the question that Indemnitee is not entitled to be indemnified for such advances under this Agreement or otherwise; (b) Indemnitee shall give the Company such information and cooperation as it may reasonably request and as shall be within Indemnitee’s power; and (c) Indemnitee shall furnish, upon request by the Company and if required under applicable law, a written affirmation of Indemnitee’s good faith belief that any applicable standards of conduct have been met by Indemnitee. Indemnitee’s entitlement to such advances shall include those incurred in connection with any proceeding by Indemnitee seeking an adjudication pursuant to this Agreement. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or 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 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, 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.

Advances of Expenses. The Company shall advance advance, to the extent not prohibited by law, the reasonable Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition, and such Proceeding. Such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within twenty (20) days after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses butExpenses—the invoices to afford sufficient detail to permit the Company to assess the reasonableness of the Expense advancement requested; provided, however, that in the case of invoices in connection with legal services, any references to legal work performed or to expenditure expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law may be redacted from the invoice) from time to time, whether prior to or after final disposition of any Proceeding. Indemnitee shall not be included reasonably cooperate with the invoice)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 and free. Advances shall be made without regard to Indemnitee’s ability to repay such advancesthe 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. The Indemnitee hereby shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by law to repay any 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. This Section 8 shall not apply to the extent advancement is prohibited by law and 9 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is not permitted excluded pursuant to Section 8. The right to advances under this Agreement, but paragraph shall apply to any Proceeding (or any part in all events continue until final disposition 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. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 14, no advance shall be made by the Company to Indemnitee in including 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 Companyappeal therein.

Advances of Expenses. The Company In keeping with the Prior Agreement, and notwithstanding any provision of this Agreement to the contrary, the Indemnitors shall advance advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee Director (or reasonably expected to be incurred by Director during the six months following any such request) in connection with any Proceeding prior to its final dispositionProceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, within 30 days after the receipt by the Company Indemnitors of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses buttime, in the case whether prior to or after final disposition 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)Proceeding. Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s Director's ability to repay such advancesthe amounts advanced and without regard to Director's ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee hereby 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 Indemnitors to support the advances claimed. The Director shall qualify for advances from the Operating Partnership upon the execution and delivery to the Indemnitors of this Agreement, which shall constitute an undertaking providing that Director undertakes to repay any the advance to the extent that it is ultimately determined that Indemnitee Director is not entitled to be indemnified by the CompanyOperating Partnership. To qualify for advances from the Corporation, Director must execute and deliver to the Corporation (a) a written undertaking providing that Director undertakes to repay the advance to the Corporation to the extent that it is ultimately determined that Director is not entitled to be indemnified by the Corporation and (b) a written affirmation by Director of Director's good faith belief that the standard of conduct necessary for indemnification by the Corporation as authorized by Maryland law and this Agreement has been met. This Section 8 shall not apply to the extent advancement is prohibited any claim made by law and shall not apply to any Proceeding (or any part of any Proceeding) Director for which indemnity is 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. Notwithstanding the foregoing, unless otherwise determined excluded pursuant to Section 14, 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.7. <PAGE>