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 Company 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 Company7.

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 excluded pursuant to Section 9. (b) If a claim under this AgreementAgreement is not paid, but shall apply or caused to be paid, by the Company within 30 days of receipt of written notice, the right to indemnification as provided by this Agreement will be enforceable by the Indemnitee in any Proceeding (court of competent jurisdiction, and all reasonable costs and expenses incurred by the Indemnitee in connection with such enforcement will be paid promptly by the Company in advance of the final disposition by such court at the written request of the Indemnitee to the fullest extent permitted by applicable law; provided that Indemnitee will reimburse the Company for all such costs and expenses paid by the Company or any part of any Proceeding) referenced in Section 7(b) or 7(c) prior its subsidiaries if and only to the extent that a determination court of competent jurisdiction ultimately determines that the Indemnitee is not entitled to be indemnified by the Company. Notwithstanding Company for such costs and expenses under the foregoingprovisions of applicable law, unless otherwise determined the Bylaws, Certificate of Incorporation, this Agreement, or otherwise. (c) The Indemnitee will promptly repay to the Company any amounts paid to the Indemnitee pursuant to Section 14other rights of indemnification or under any insurance policy, 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 extent those payments are duplicative of payments made to 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 CompanyIndemnitee under this Agreement.

Advances of Expenses. The In accordance with the pre-existing requirement of Article 12A of the Articles of the Company, and notwithstanding any provision of this Agreement to the contrary, the Company shall advance advance, to the extent not prohibited by law, any and all 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 (time, which statement or statements shall include invoices received be accompanied or preceded 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 written affirmation as is required by applicable law shall not be included with respect to Indemnitee’s good faith belief that the invoice)standard of conduct necessary for indemnification by the Company as authorized by law has been met, 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 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 dispositionProceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 sixty (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), unless Indemnitee shall have elected to pay such Expenses and have such Expenses reimbursed, in which case the Company shall reimburse, or cause to be reimbursed, Indemnitee for such Expenses. 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, the Company shall advance the all Expenses incurred by Indemnitee the Director 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, 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 Indemniteethe Director’s ability to repay the Expenses and, except as provided in Section 4(c), without regard to the Director’s ultimate entitlement to indemnification under the other provisions of this Agreement. (b) It is the intent of the Corporations that, to the fullest extent permitted by applicable law, the Director not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of the Director’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Director hereunder. The Corporations shall, to the fullest extent permitted by applicable law, indemnify the Director against any and all Expenses and, if requested by the Director, the Company shall (within ten (10) days after receipt by the Company of a written request therefor) advance such advances. Indemnitee hereby Expenses to the Director, which are incurred by the Director in connection with any action brought by the Director to interpret, enforce or defend the Directors indemnification rights under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Corporations. (c) The Director shall qualify for advances upon the execution of this Agreement, which shall constitute an undertaking providing that the Director undertakes to repay any advance the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee the Director is not entitled to be indemnified by the CompanyCorporations against such Expenses. 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 4 shall not apply to any Proceeding (or any part of any Proceeding) claim made by the 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 Company3.

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 Ind emnitee is not entitled to be indemnified by the Company. This Section 8 shall not apply Only to the extent required by MGCL or as may hereafter be amended or interpreted, the Indemnitee’s right to 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 subject to a determination written affirmation of the Indemnitee’s good faith belief 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 standard of conduct necessary for indemnification 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 Companyhas been met.

Advances of Expenses. The Company Corporation shall advance pay the Expenses incurred by the Indemnitee in connection with any Proceeding prior to its final disposition, (other than a Proceeding brought for an accounting of profits made from the purchase and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, after the receipt sale by the Company Indemnitee of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provision of any state statutory law or common law) in advance of the final disposition of the Proceeding at the written request of the Indemnitee, if the Indemnitee: (a) furnishes the Corporation a written statement or statements requesting such advances from time affirmation of the Indemnitee's good faith belief that the Indemnitee is entitled to time be indemnified under this Agreement; and (which shall include invoices received by Indemnitee in connection with such Expenses but, in b) furnishes 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 Corporation a written undertaking to repay such advances. Indemnitee hereby undertakes to repay any the advance to the extent that it is ultimately determined that the Indemnitee is not entitled to be indemnified by the CompanyCorporation. This Such undertaking shall be an unlimited general obligation of the Indemnitee but need not be secured. Advances pursuant to this Section 8 10 shall not apply be made no later than ten days after receipt by the Corporation of the affirmation and undertaking described in Sections 10(a) and 10(b) above, and shall be made without regard to the extent advancement is prohibited by law Indemnitee's ability to repay the amount advanced and shall not apply without regard to any Proceeding (or any part of any Proceeding) for which indemnity is not permitted the Indemnitee's ultimate entitlement to indemnification under this Agreement. Advances shall be unsecured and interest free. The Corporation may establish a trust, but shall apply escrow account or other secured funding source for the payment of advances made and to any Proceeding (be made pursuant to this Section 10 or any part of other liability incurred by the Indemnitee in connection with 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 Corporation shall advance pay the Expenses incurred by the Indemnitee in connection with any Proceeding prior to its final disposition, (other than a Proceeding brought for an accounting of profits made from the purchase and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, after the receipt sale by the Company Indemnitee of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provision of any state statutory law or common law) in advance of the final disposition of the Proceeding at the written request of the Indemnitee, if the Indemnitee: (a) furnishes the Corporation 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 affirmation of 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 Indemnitee is entitled to be indemnified under this Agreement; and (b) furnishes the Corporation a written undertaking to repay such advances. Indemnitee hereby undertakes to repay any the advance to the extent that it is ultimately determined that the Indemnitee is not entitled to be indemnified by the CompanyCorporation. This Such undertaking shall be an unlimited general obligation of the Indemnitee but need not be secured. Advances pursuant to this Section 8 10 shall not apply be made no later than ten days after receipt by the Corporation of the affirmation and undertaking described in Sections 10(a) and 10(b) above, and shall be made without regard to the extent advancement is prohibited by law Indemnitee’s ability to repay the amount advanced and shall not apply without regard to any Proceeding (or any part of any Proceeding) for which indemnity is not permitted the Indemnitee’s ultimate entitlement to indemnification under this Agreement. Advances shall be unsecured and interest free. The Corporation may establish a trust, but shall apply escrow account or other secured funding source for the payment of advances made and to any Proceeding (be made pursuant to this Section 10 or any part of other liability incurred by the Indemnitee in connection with 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 expressly 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 five 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. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, an action to enforce Indemnitee’s rights generally under this Deed and any application under Section 234, 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 the extent required by law to repay any the advance of Expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, or other competent authority or arbitrator that Indemnitee is not entitled to be indemnified by the Company. Indemnitee further undertakes to repay any amounts paid by the Company for indemnification hereunder 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 7 shall not apply to any Proceeding (or any part of any Proceeding) claim made by Indemnitee for which indemnity is excluded pursuant to Section 6 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 9 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 Company7.

Advances of Expenses. The (a) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall advance the Expenses incurred by Indemnitee or on behalf of the Indemnitee in connection with any Proceeding prior to its through the final dispositiondisposition of such Proceeding, 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 1 Language in brackets to be included in indemnification agreements to be executed by KKR, SLP and TCV. 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). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. . (b) Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined by final judgment from which there is no further right of appeal that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required of Indemnitee other than the execution of this Agreement. (c) This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (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) ), 7(c), or 7(c7(e) 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 other provisions of this Agreement to the contrary, the Company shall advance advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee or on Indemnitee’s behalf 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 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. 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. Indemnitee hereby shall qualify for advances, to the fullest extent permitted by applicable law, solely 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 under the provisions of this Agreement, the Company’s Restated Certificate of Incorporation or By-laws, applicable law or otherwise. Unless required by applicable law, 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 excluded pursuant to Section 9(d). The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, 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. (a) Agent shall have the right to advancement by the Company prior to the final adjudication of any Proceeding of any and all Expenses relating to, arising out of or resulting from any Proceeding paid or incurred by Agent or which Agent determines are reasonably likely to be paid or incurred by Agent. The right to advances under this Section 8(a) shall in all events continue until final disposition of any Proceeding, including any appeal therein. Advances shall be made without regard to Agent’s ability to repay the Expenses and without regard to Agent’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall be unsecured and interest free. Advances shall include any and all reasonable Expenses incurred in pursuing an action to enforce this right of advancement, including Expenses incurred in preparing and forwarding statements to the Company to support the advances claimed. (b) Agent’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 20 days after any written request by Agent (which shall advance include evidence of the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final dispositionAgent, 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 including invoices received by Indemnitee Agent 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 Agent to waive any privilege accorded by applicable law shall not be included with the invoice). Advances , the Company shall, in accordance with such request (but without duplication), (i) pay such Expenses on behalf of Agent, (ii) advance to Agent funds in an amount sufficient to pay such Expenses, or (iii) reimburse Agent for such Expenses. (c) Agent shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that Agent undertakes to the fullest extent permitted by law to repay the advance (which shall be unsecured and interest free free) if 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 by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee Agent is not entitled to be indemnified by the Company. This Section 8 No form of undertaking shall not apply to be required by Agent 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 (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 Corporation shall advance pay the Expenses incurred by the Indemnitee in connection with any Proceeding prior to its final disposition, (other than a Proceeding brought for an accounting of profits made from the purchase and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, after the receipt sale by the Company Indemnitee of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provision of any state statutory law or common law) in advance of the final disposition of the Proceeding at the written request of the Indemnitee, if the Indemnitee: (a) furnishes the Corporation 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 affirmation of 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 Indemnitee is entitled to be indemnified under this Agreement; and (b) furnishes the Corporation a written undertaking to repay such advances. Indemnitee hereby undertakes to repay any the advance to the extent that it is ultimately determined that the Indemnitee is not entitled to be indemnified by the CompanyCorporation. This Such undertaking shall be an unlimited general obligation of the Indemnitee but need not be secured. Advances pursuant to this Section 8 9 shall not apply be made no later than ten days after receipt by the Corporation of the affirmation and undertaking described in Sections 9(a) and 9(b) above, and shall be made without regard to the extent advancement is prohibited by law Indemnitee’s ability to repay the amount advanced and shall not apply without regard to any Proceeding (or any part of any Proceeding) for which indemnity is not permitted the Indemnitee’s ultimate entitlement to indemnification under this Agreement. Advances shall be unsecured and interest free. The Corporation may establish a trust, but shall apply escrow account or other secured funding source for the payment of advances made and to any Proceeding (be made pursuant to this Section 9 or any part of other liability incurred by the Indemnitee in connection with 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 To the extent indemnity is provided pursuant to Sections 2, 3 or 4, above, or otherwise in this Agreement, the Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final dispositionsuch Proceeding, 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 Reimbursements hereunder shall be deemed advances, and shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any such 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 prevent reimbursement to the extent advancement is prohibited by law and shall not apply law, or with respect 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 . 1 Note to Draft: Delete if Section 14, 15 is deleted due to there being 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 CompanySecondary Indemnitor.

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 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 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 paid by the Company in advance of a final disposition of such Proceeding at the written statement or statements requesting request of the Indemnitee, if such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses butundertakes, in the case of invoices in connection with legal serviceswriting, 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 amount if and to the extent that it is ultimately determined that Indemnitee the Director is not entitled to be indemnified indemnification for such Expenses pursuant to Section 2. Following such a request and undertaking by such Indemnitee, the Company shall, subject to the provisions of Section 3, pay all invoices, statements or bills reflecting such Expenses submitted by or on behalf of Indemnitee and shall reimburse Indemnitee for all Expenses paid by such Indemnitee within 10 calendar days. Any dispute as to the reasonableness of any Expense shall not delay an Expense advance by the Company, and the Company agrees that any such dispute shall be resolved only upon the disposition or conclusion of the Proceeding. This Section 8 shall not apply The Company agrees to pay the fees of any Independent Legal Counsel required by this Agreement and to indemnify such counsel against all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, to the extent advancement is prohibited that Indemnitee is, by law and shall not apply to any Proceeding (reason of, or any part of any Proceeding) for which indemnity is not permitted under this Agreementarising from, but shall apply to any Proceeding (or any part of any Proceeding) referenced in Section 7(b) or 7(c) prior to a determination the fact that Indemnitee is not entitled to be indemnified by or was an officer of the Company or a member of the Company. Notwithstanding the foregoing’s Board, unless otherwise determined pursuant to Section 14, no advance shall be made by the Company to Indemnitee a witness in any Proceeding if to which Indemnitee is not a determination is party, Indemnitee shall be indemnified against all expenses actually and reasonably and promptly made (i) incurred by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, Indemnitee 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 on Indemnitee’s behalf 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 Companyconnection therewith.

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 Executive (or reasonably expected to be incurred by Executive 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 Executive's ability to repay such advancesthe amounts advanced and without regard to Executive'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 Executive 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 Executive undertakes to repay any the advance to the extent that it is ultimately determined that Indemnitee Executive is not entitled to be indemnified by the CompanyOperating Partnership. To qualify for advances from the Corporation, Executive must execute and deliver to the Corporation (a) a written undertaking providing that Executive undertakes to repay the advance to the Corporation to the extent that it is ultimately determined that Executive is not entitled to be indemnified by the Corporation and (b) a written affirmation by Executive of Executive'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) Executive 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>

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>

Advances of Expenses. 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 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 Reimbursements hereunder shall be deemed advances, and advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advancesadvances or subject to the satisfaction of any standard of conduct. Indemnitee hereby undertakes to repay any such advance 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 prevent reimbursement to the extent advancement is prohibited by law and shall law, as determined in a final adjudication not apply subject to any further appeal, or with respect to 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) expenses under this Agreement. 1 Note to Draft: Delete if Section 15 is deleted due to there are being 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 CompanySecondary Indemnitor.

Advances of Expenses. The Company 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 IndemniteeDirector’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 Company7.