Common use of Mandatory Advancement of Expenses Clause in Contracts

Mandatory Advancement of Expenses. Subject to Section 10 below, the Company shall advance prior to the final disposition of the Proceeding all Expenses incurred by the Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Bylaws or the GCL. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten (10) days following delivery of a written request therefor by the Indemnitee to the Company. In addition, for avoidance of doubt, the Company agrees to pay promptly, whether by way of reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with (including in preparation for) any Proceeding to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is or was serving the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person. Indemnitee’s right to advancement of Expenses hereunder is absolute and shall not be subject to any prior determination by any Reviewing Party that the Indemnitee has satisfied any applicable standard of conduct for indemnification. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall not be subject to the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) that there is a substantial risk supported by evidence that Indemnitee may not repay such advanced amounts in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company and (2) that the Company will not be reasonably able to obtain and enforce a court judgment for repayment in the United States of America, in which case the Company shall obtain reasonable security from Indemnitee, whether in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company, but the selected form must be consented to in writing by the Company, which written consent may not be unreasonably withheld.

Mandatory Advancement of Expenses. (a) Subject to Section 10 3.7 below, the Company shall advance prior to the final disposition of the Proceeding all Expenses expenses incurred by the Indemnitee in connection with (including the investigation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by him in preparation for) a Proceeding related to an Indemnifiable Eventany such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation or Bylaws of the Company’s Bylaws , the General Corporation Law of Delaware or the GCLotherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten thirty (1030) days following delivery of a written request therefor by the Indemnitee to the Company. In addition, for avoidance . (b) Notwithstanding the foregoing provisions of doubtthis Section 3.4, the Company agrees to pay promptly, whether by way of reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with (including in preparation for) any Proceeding to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is or was serving the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person. Indemnitee’s right to advancement of Expenses hereunder is absolute and shall not be subject obligated to advance any prior expenses to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority of the members of the Board reasonably determines in good faith, within thirty (30) days of the Indemnitee's request to be advanced expenses, that the facts known to them at the time such determination by any Reviewing Party is made demonstrate clearly and convincingly that the Indemnitee has satisfied any applicable standard of conduct for indemnificationacted in bad faith. Indemnitee’s undertaking to repay any Expenses advanced to If such a determination is made, the Indemnitee hereunder may have such decision reviewed by another forum, in the manner set forth in Sections 3.6(c), 3.6(d) and 3.6(e) hereof, with all references therein to "indemnification" being deemed to refer to "advancement of expenses," and the burden of proof shall not be subject on the Company to demonstrate clearly and convincingly that, based on the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to facts known at the time, the Indemnitee hereunder shall also be unsecuredacted in bad faith. The Company may not avail itself of this Section 3.4(b) as to a given lawsuit if, unless at any time after the occurrence of the activities or omissions that are the primary focus of the lawsuit, the Company reasonably determines (1) that there is has undergone a substantial risk supported by evidence that Indemnitee may not repay such advanced amounts change in control. For this purpose, a change in control shall mean a given person or group of affiliated persons or groups increasing their beneficial ownership interest in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified Company by the Company and at least twenty (220) that the Company will not be reasonably able to obtain and enforce a court judgment for repayment in the United States of America, in which case the Company shall obtain reasonable security from Indemnitee, whether in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company, but the selected form must be consented to in writing by the Company, which written consent may not be unreasonably withheldpercentage points without advance Board approval.

Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice pursuant to Section 10 8(a) below, the Company shall advance prior shall, to the final disposition fullest extent not prohibited by the Articles of the Proceeding Association and applicable law, advance all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company upon receipt of (including in preparation fori) a Proceeding related to an Indemnifiable Event. undertaking by or on behalf of the Indemnitee hereby undertakes to repay such amounts the amount advanced only if, and to in the extent that, event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified indemnification by the Company under and (ii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the provisions of this Agreement, Company to the CompanyIndemnitee hereunder and shall in no event be deemed to be a personal loan and shall be made without regard to Indemnitee’s Bylaws or the GCLability to repay any Expenses advanced. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten twenty (1020) days following delivery of a written request therefor by the Indemnitee to the Company. In addition, for avoidance of doubt, the Company agrees to pay promptly, whether by way of reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with (including in preparation for) any Proceeding to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is or was serving the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person. Indemnitee’s right to advancement of Expenses hereunder is absolute and shall not be subject paid whether prior to any prior or after final disposition of such Proceeding, unless there has been a final determination by any Reviewing Party a court of competent jurisdiction that the Indemnitee has satisfied any applicable standard of conduct for indemnification. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall not be subject to the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) that there is a substantial risk supported by evidence that Indemnitee may not repay such advanced amounts in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by indemnification for such Expenses. In the Company and (2) event that the Company will fails to pay Expenses as incurred by the Indemnitee as required by this paragraph, Indemnitee shall be entitled to seek specific performance in accordance with Section 9(g) of this Agreement. If Indemnitee seeks specific performance pursuant to Section 9(g), it shall not be reasonably able a defense to obtain and enforce a court judgment for repayment in the United States enforcement of America, in which case the Company shall obtain reasonable security from Indemnitee, whether in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company, but the selected form must be consented to ’s obligations set forth in writing by the Company, which written consent may not be unreasonably withheldthis paragraph that Indemnitee has an adequate remedy at law for damages.

Mandatory Advancement of Expenses. Subject to Section 10 8 below, the Company shall advance prior to the final disposition of the Proceeding all Expenses expenses incurred by the Indemnitee in connection with (including the investigation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by him in preparation for) a Proceeding related to an Indemnifiable Eventany such capacity. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation or Bylaws of the Company’s Bylaws , the Business Corporation Law of the State of New York or the GCLotherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten forty-five (1045) days following delivery of a written request therefor by the Indemnitee to the Company. In addition, for avoidance Notwithstanding the foregoing provisions of doubtthis Section 5, the Company agrees to pay promptly, whether by way of reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with (including in preparation for) any Proceeding to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is or was serving the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person. Indemnitee’s right to advancement of Expenses hereunder is absolute and shall not be subject obligated to advance any prior determination by any Reviewing Party that the expenses to Indemnitee has satisfied any applicable standard of conduct for indemnification. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall not be subject to the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) that there is arising from a substantial risk supported by evidence that Indemnitee may not repay such advanced amounts in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified lawsuit filed by the Company and against the Indemnitee if a determination is reasonably made in good faith, within forty-five (245) days of Indemnitee’s request to be advanced expenses, by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding (or, if no such quorum exists, by independent legal counsel in a written opinion) that the Company will 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 reasonably able to obtain and enforce in, or not opposed to, the best interests of the Company. If the Board of Directors makes such a court judgment for repayment determination, Indemnitee may have such decision reviewed by another forum, in the United States manner set forth in Sections 7.3, 7.4 and 7.5 hereof, and the burden of America, in which case proof shall be on the Company shall obtain reasonable security from Indemniteeto demonstrate that, whether based on the facts known at the time, the Indemnitee acted in a manner set forth in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company, but the selected form must be consented to in writing by the Company, which written consent may not be unreasonably withheldprevious sentence.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 10 7(a) below, the Company shall advance prior to the final disposition of the Proceeding advance, interest free, all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (including in preparation for) unless there has been a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay final determination such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be indemnified by an obligation of the Company under the provisions to Indemnitee hereunder and shall in no event be deemed to be a personal loan. Such advancement of this Agreement, the CompanyExpenses shall otherwise be unsecured and without regard to Indemnitee’s Bylaws or the GCLability to repay. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten (10) 30 days following delivery of a written request therefor therefore by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the claimant is entitled to advancement (which shall include without limitation reasonably detailed invoices for legal services, but with disclosure of confidential work product not required if that would work a waiver of privilege as to an adverse party). The Company shall discharge its advancement duty by, at its option, (a) paying such Expenses on behalf of Indemnitee, (b) advancing to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In addition, for avoidance of doubt, the event that the Company agrees fails to pay promptly, whether by way of reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses as incurred by Indemnitee or on Indemnitee’s behalf in connection with as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including in preparation forwithout limitation specific performance) from any Proceeding court having jurisdiction to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is or was serving require the Company or a Subsidiary or Affiliate of the Company to pay Expenses as an Indemnifiable Personset forth in this paragraph. Indemnitee’s right If Indemnitee seeks mandatory injunctive relief pursuant to advancement of Expenses hereunder is absolute and this paragraph, it shall not be subject a defense to any prior determination by any Reviewing Party enforcement of the Company’s obligations set forth in this paragraph that the Indemnitee has satisfied any applicable standard of conduct an adequate remedy at law for indemnification. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall not be subject to the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) that there is a substantial risk supported by evidence that Indemnitee may not repay such advanced amounts in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company and (2) that the Company will not be reasonably able to obtain and enforce a court judgment for repayment in the United States of America, in which case the Company shall obtain reasonable security from Indemnitee, whether in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company, but the selected form must be consented to in writing by the Company, which written consent may not be unreasonably withhelddamages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 10 7(a) below, the Company shall advance prior to the final disposition of the Proceeding advance, interest free, all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (including in preparation for) unless there has been a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay final determination such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to indemnification for such Expenses). Such advances are intended to be indemnified by an obligation of the Company to Indemnitee hereunder and shall in no event be deemed to be a personal loan. Such advancement of Expenses shall otherwise be unsecured and without regard to Indemnitee’s ability to repay. Advances shall be made without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement, and Indemnitee’s right to such advancement is not subject to the Company’s Bylaws or the GCLsatisfaction of any standard of conduct. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten (10) 30 days following delivery of a written request therefor therefore by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the claimant is entitled to advancement (which shall include without limitation reasonably detailed invoices for legal services, but with disclosure of confidential work product not required); moreover, in no case shall Indemnitee be required to convey any information that would cause Indemnitee to waive any privilege accorded by applicable law. The Company shall discharge its advancement duty by, at its option, (a) paying such Expenses on behalf of Indemnitee, (b) advancing to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In addition, for avoidance of doubt, the event that the Company agrees fails to pay promptly, whether by way of reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses as incurred by Indemnitee or on Indemnitee’s behalf in connection with as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including in preparation forwithout limitation specific performance) from any Proceeding court having jurisdiction to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is or was serving require the Company or a Subsidiary or Affiliate of the Company to pay Expenses as an Indemnifiable Personset forth in this paragraph. Indemnitee’s right If Indemnitee seeks mandatory injunctive relief pursuant to advancement of Expenses hereunder is absolute and this paragraph, it shall not be subject a defense to any prior determination by any Reviewing Party enforcement of the Company’s obligations set forth in this paragraph that the Indemnitee has satisfied any applicable standard of conduct an adequate remedy at law for indemnification. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall not be subject to the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) that there is a substantial risk supported by evidence that Indemnitee may not repay such advanced amounts in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company and (2) that the Company will not be reasonably able to obtain and enforce a court judgment for repayment in the United States of America, in which case the Company shall obtain reasonable security from Indemnitee, whether in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company, but the selected form must be consented to in writing by the Company, which written consent may not be unreasonably withhelddamages.

Mandatory Advancement of Expenses. Subject to Section 10 below, The Corporation shall pay any Liability incurred in good faith by the Company shall Indemnified Representative in advance prior to of the final disposition of the Proceeding all Expenses incurred by the Indemnitee in connection with (including in preparation for) a Proceeding related to upon receipt of an Indemnifiable Event. Indemnitee hereby undertakes undertaking by or on behalf of the Indemnified Representative: (x) if the Indemnified Representative is a director of the Corporation (whether or not the Indemnified Representative is also an officer or other agent of the Corporation), to repay such all amounts so advanced if (but only if, ) it is proved by clear and convincing evidence in a court of competent jurisdiction that his omission or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the extent thatCorporation or undertaken with reckless disregard for the best interests of the Corporation; and (y) if the Indemnified Representative is an officer or other agent of the Corporation other than a director, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the Indemnitee such Indemnified Representative is not entitled to be indemnified by the Company under the provisions Section 2 of this Agreement, Agreement or otherwise. The financial ability of the Company’s Bylaws or Indemnified Representative to repay an advance shall not be a prerequisite to the GCLmaking of such advance. The advances to be made hereunder shall be paid by the Company Corporation to or for the Indemnitee or directly to a third party designated by Indemnitee benefit of the Indemnified Representative within ten twenty (1020) days following delivery of a written request therefor therefor, accompanied by true and complete copies of invoices therefor, by the Indemnitee Indemnified Representative to the CompanyCorporation. In additionIndemnification Procedure. The Indemnified Representative shall use such Indemnified Representative's best efforts promptly to notify the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, for avoidance but the failure so to notify the Corporation shall not relieve the Corporation of doubtany liability which it may have to the Indemnified Representative under this Agreement or otherwise. The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any such Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding, or a majority of the Indemnified Representatives involved in such Proceeding if there be more than one. If the Corporation notifies the Indemnified Representative of its election to defend the Proceeding, the Company agrees to pay promptly, whether by way Corporation shall have no liability for the expenses (including attorneys' fees) of reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses the Indemnified Representative incurred by Indemnitee or on Indemnitee’s behalf in connection with the defense of such Proceeding subsequent to such notice, unless any of the following pertain: (i) such expenses (including attorneys' fees) have been authorized by the Corporation; (ii) the Corporation shall not, in preparation forfact, have employed counsel reasonably satisfactory to such Indemnified Representative or such majority of Indemnified Representatives to assume the defense of such Proceeding; or (iii) any Proceeding it shall have been determined pursuant to which Indemnitee is a witness Section 5(d) that the Indemnified Representative was entitled to indemnification for such expenses under this Agreement or otherwise. Notwithstanding the foregoing, the Indemnified Representative may elect to retain counsel at the Indemnified Representative's own cost and expense to participate in the defense of such Proceeding. Except with respect to criminal matters and injunctive or other participant by reason of non-monetary relief, the fact that Indemnitee is or was serving the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person. Indemnitee’s right to advancement of Expenses hereunder is absolute and Corporation shall not be subject required to any prior determination by any Reviewing Party that obtain the Indemnitee has satisfied any applicable standard consent of conduct for indemnification. Indemnitee’s undertaking to repay any Expenses advanced the Indemnified Representative to the Indemnitee hereunder settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative an unqualified release in respect of all Liabilities at issue in the Proceeding. The Corporation shall not be subject to the accrual or payment liable for any amount paid by an Indemnified Representative in settlement of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to Proceeding that is not defended by the Indemnitee hereunder shall also be unsecuredCorporation, unless the Company reasonably determines Corporation has consented in writing to such settlement (1) that there is which consent shall not be unreasonably withheld or delayed). Any dispute related to the right to indemnification or advancement of expenses hereunder, except with respect to indemnification for Liabilities arising under the Securities Act of 1933 which the Corporation has undertaken to submit to a substantial risk supported court for adjudication, shall be enforceable only by evidence that Indemnitee may not repay such advanced amounts arbitration in the event that it City of Cincinnati, Ohio (or such other metropolitan area to which the Corporation's executive offices may be relocated), in accordance with the commercial arbitration rules then in effect of the American Arbitration Association, before a panel of three (3) arbitrators, one of whom shall ultimately be determined that Indemnitee is not entitled to be indemnified selected by the Company Corporation, the second of whom shall be selected by the Indemnified Representative and the third of whom shall be selected by the other two (2) that arbitrators. In the Company will absence of the American Arbitration Association or if for any reason arbitration under the commercial arbitration rules of the American Arbitration Association cannot be reasonably able to obtain initiated or if the arbitrators selected by the Corporation and enforce a the Indemnified Representative cannot agree on the selection of the third arbitrator within thirty (30) days after such time as the Corporation and the Indemnified Representative have each been notified of the selection of the other's arbitrator, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the court judgment for repayment of general jurisdiction in the United States metropolitan area where arbitration under this subsection would otherwise have been conducted. Each arbitrator selected as provided herein is required to be or have been a director of America, in which case a corporation whose shares of common stock were listed during at least one year of such service on the Company shall obtain reasonable security from Indemnitee, whether in New York Stock Exchange or the form American Stock Exchange or quoted on the National Association of secured collateral, Securities Dealers Automated Quotations System. The party or parties challenging the funding right of an escrow accountIndemnified Representative to the benefits of this Agreement shall have the burden of proof. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys' fees and disbursements) incurred in successfully prosecuting or defending such arbitration. Any award entered by the arbitrators shall be final, Indemnitee’s posting binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of a letter competent jurisdiction; provided, however, that if the conduct giving rise to the Liability for which indemnification is being sought has been the subject of credit, another proceeding not directly involving the Indemnified Representative's right to indemnification under this Agreement or otherwise, the Corporation shall be entitled to interpose, as a defense in any judicial enforcement proceeding on the arbitrators' award, any prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided final judicial determination adverse to the CompanyIndemnified Representative in such other proceeding. This arbitration provision shall be specifically enforceable. Upon a payment to the Indemnified Representative under this Agreement, but the selected form must Corporation shall be consented subrogated to in writing by the Companyextent of such payment to all of the rights of the Indemnified Representative to recover against any person for such Liability, which written consent and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may not be unreasonably withheldnecessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Mandatory Advancement of Expenses. Subject to Section 10 8 below, to the fullest extent permitted by law, the Company shall advance prior all Expenses, without the need of any determination pursuant to the final disposition of the Proceeding all Expenses Section 7 below, incurred or to be incurred by the Indemnitee in connection with (any Proceeding, including in preparation forconnection with the investigation, defense, settlement or appeal of any such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, to which the Indemnitee was or is made, or is threatened to be made, a party to or a participant in (as a witness or otherwise) a Proceeding related to by reason of the fact that he or she is or was an Indemnifiable Eventofficer, director or Agent, or by reason of anything done or not done by him or her in such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation or By-Laws of the Company’s Bylaws , the Law or the GCLotherwise. The advances to be made hereunder shall be paid from time to time, whether prior to or after the final disposition of any Proceeding, by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten twenty (1020) days following delivery of a written request therefor by the Indemnitee to the Company and the presentation to the Company of an invoice or other substantiation of the specific nature and amount of each Expense to be advanced by the Company. Such advances shall be unsecured, interest free and shall be made without regard to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In addition, for avoidance the event that the Company advances an amount in excess of doubtany properly documented Expense, the Indemnitee shall return such excess to the Company agrees to pay promptly, whether within ten (10) days of (i) the discovery by way of reimbursement to the Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with (including in preparation for) any Proceeding to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is excess of such advance or was serving (ii) the notification by the Company or a Subsidiary or Affiliate of its discovery of the Company as an Indemnifiable Personexcess of such advance. The Indemnitee’s right to advancement of Expenses hereunder is absolute and shall not be subject to any prior determination by any Reviewing Party Person that the Indemnitee has satisfied any applicable standard of conduct for indemnification. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall not be subject to the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) that there is a substantial risk supported by evidence that Indemnitee may not repay such advanced amounts in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company and (2) that the Company will not be reasonably able to obtain and enforce a court judgment for repayment in the United States of America, in which case the Company shall obtain reasonable security from Indemnitee, whether in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company, but the selected form must be consented to in writing by the Company, which written consent may not be unreasonably withheld.

Mandatory Advancement of Expenses. Subject to Section 10 below, (a) The Corporation shall pay any Liability incurred in good faith by the Company shall Indemnified Representative in advance prior to of the final disposition of a Proceeding upon receipt of an undertaking by or on behalf of the Proceeding Indemnified Representative: (x) if the Indemnified Representative is a director of the Corporation (whether or not the Indemnified Representative is also an officer or other agent of the Corporation), to repay all Expenses incurred amounts so advanced if (but only if) it is proved by clear and convincing evidence in a court of competent jurisdiction that his omission or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation; and (y) if the Indemnified Representative is an officer or other agent of the Corporation other than a director, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnified Representative is not entitled to be indemnified under Section 2 of this Agreement or otherwise. The financial ability of the Indemnified Representative to repay an advance shall not be a prerequisite to the making of such advance. The advances to be made hereunder shall be paid by the Indemnitee in connection with Corporation to or for the benefit of the Indemnified Representative within twenty (including in preparation for20) days following delivery of a Proceeding related written request therefor, accompanied by true and complete copies of invoices therefor, by the Indemnified Representative to an Indemnifiable Eventthe Corporation. Indemnitee If the Indemnified Representative is a director of the Corporation, this Section 4 shall supplement, and not be deemed to limit or eliminate the Corporation’s mandatory advancement obligations under Ohio Revised Code §1701.13(E). (b) The Indemnified Representative hereby undertakes to repay such amounts in full, without interest, all expenses advanced by the Corporation to the Indemnified Representative pursuant to Section 4(a), but only if, and to the extent that, it shall ultimately be determined determined, as a result of a Proceeding under Section 4(a), that the Indemnitee Indemnified Representative is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Bylaws or the GCLCorporation hereunder. The advances Expenses to be made repaid hereunder shall be paid to the Corporation by the Company to the Indemnitee or directly to a third party designated by Indemnitee Indemnified Representative liable therefor within ten twenty (1020) days following delivery of a written request therefor to such Indemnified Representative by the Indemnitee to the Company. In addition, for avoidance of doubt, the Company agrees to pay promptly, whether by way of reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with (including in preparation for) any Proceeding to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is or was serving the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person. Indemnitee’s right to advancement of Expenses hereunder is absolute and shall not be subject to any prior determination by any Reviewing Party that the Indemnitee has satisfied any applicable standard of conduct for indemnification. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall not be subject to the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) that there is a substantial risk supported by evidence that Indemnitee may not repay such advanced amounts in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company and (2) that the Company will not be reasonably able to obtain and enforce a court judgment for repayment in the United States of America, in which case the Company shall obtain reasonable security from Indemnitee, whether in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company, but the selected form must be consented to in writing by the Company, which written consent may not be unreasonably withheldCorporation.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 10 7(a) below, the Company shall advance prior to the final disposition of the Proceeding advance, interest free, all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (including in preparation for) unless there has been a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay final determination such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be indemnified by an obligation of the Company under the provisions to Indemnitee hereunder and shall in no event be deemed to be a personal loan. Such advancement of this Agreement, the CompanyExpenses shall otherwise be unsecured and without regard to Indemnitee’s Bylaws or the GCLability to repay. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten thirty (1030) days following delivery of a written request therefor therefore by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the claimant is entitled to advancement (which shall include without limitation reasonably detailed invoices for legal services, but with disclosure of confidential work product not required). The Company shall discharge its advancement duty by, at its option, (a) paying such Expenses on behalf of Indemnitee, (b) advancing to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In addition, for avoidance of doubt, the event that the Company agrees fails to pay promptly, whether by way of reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses as incurred by Indemnitee or on Indemnitee’s behalf in connection with as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including in preparation forwithout limitation specific performance) from any Proceeding court having jurisdiction to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is or was serving require the Company or a Subsidiary or Affiliate of the Company to pay Expenses as an Indemnifiable Personset forth in this paragraph. Indemnitee’s right If Indemnitee seeks mandatory injunctive relief pursuant to advancement of Expenses hereunder is absolute and this paragraph, it shall not be subject a defense to any prior determination by any Reviewing Party enforcement of the Company’s obligations set forth in this paragraph that the Indemnitee has satisfied any applicable standard of conduct an adequate remedy at law for indemnification. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall not be subject to the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) that there is a substantial risk supported by evidence that Indemnitee may not repay such advanced amounts in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company and (2) that the Company will not be reasonably able to obtain and enforce a court judgment for repayment in the United States of America, in which case the Company shall obtain reasonable security from Indemnitee, whether in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company, but the selected form must be consented to in writing by the Company, which written consent may not be unreasonably withhelddamages.

Mandatory Advancement of Expenses. Subject to Section 10 8 below, the --------------------------------- Company shall advance prior to the final disposition of the Proceeding all Expenses expenses incurred by the Indemnitee in connection with (including the investigation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by him in preparation for) a Proceeding related to an Indemnifiable Eventany such capacity. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation or Bylaws of the Company’s Bylaws , the Business Corporation Law of the State of New York or the GCLotherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten forty-five (1045) days following delivery of a written request therefor by the Indemnitee to the Company. In addition, for avoidance Notwithstanding the foregoing provisions of doubtthis Section 5, the Company agrees to pay promptly, whether by way of reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with (including in preparation for) any Proceeding to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is or was serving the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person. Indemnitee’s right to advancement of Expenses hereunder is absolute and shall not be subject obligated to advance any prior determination by any Reviewing Party that the expenses to Indemnitee has satisfied any applicable standard of conduct for indemnification. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall not be subject to the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) that there is arising from a substantial risk supported by evidence that Indemnitee may not repay such advanced amounts in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified lawsuit filed by the Company and against the Indemnitee if a determination is reasonably made in good faith, within forty-five (245) days of Indemnitee's request to be advanced expenses, by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding (or, if no such quorum exists, by independent legal counsel in a written opinion) that the Company will 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 reasonably able to obtain and enforce in, or not opposed to, the best interests of the Company. If the Board of Directors makes such a court judgment for repayment determination, Indemnitee may have such decision reviewed by another forum, in the United States manner set forth in Sections 7.3, 7.4 and 7.5 hereof, and the burden of America, in which case proof shall be on the Company shall obtain reasonable security from Indemniteeto demonstrate that, whether based on the facts known at the time, the Indemnitee acted in a manner set forth in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company, but the selected form must be consented to in writing by the Company, which written consent may not be unreasonably withheldprevious sentence.

Mandatory Advancement of Expenses. Subject to Section 10 8 below, to the fullest extent permitted by law, the Company shall advance prior to the final disposition of the Proceeding all Expenses incurred or to be incurred by the Indemnitee in connection with (any Proceeding, including in preparation forconnection with the investigation, defense, settlement or appeal of any such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, to which the Indemnitee was or is made, or is threatened to be made, a party to or a participant in (as a witness or otherwise) a Proceeding related to by reason of the fact that he or she is or was an Indemnifiable EventAgent, or by reason of anything done or not done by him or her in such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Association of the Company’s Bylaws , the Act or the GCLotherwise. The advances to be made hereunder shall be paid from time to time, whether prior to or after the final disposition of any Proceeding, by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten (10) days following delivery of a written request therefor by the Indemnitee to the Company and the presentation to the Company of an invoice or other substantiation of the specific nature and amount of each Expense to be advanced by the Company. Such advances shall be unsecured, interest free and shall be made without regard to the Indemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In addition, for avoidance the event that the Company advances an amount in excess of doubtany properly documented Expense, the Indemnitee shall return such excess to the Company agrees to pay promptly, whether within ten (10) days of (i) the discovery by way of reimbursement to the Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with (including in preparation for) any Proceeding to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is excess of such advance or was serving (ii) the notification by the Company or a Subsidiary or Affiliate of its discovery of the Company as an Indemnifiable Personexcess of such advance. The Indemnitee’s right to advancement of Expenses hereunder is absolute and shall not be subject to any prior determination by any Reviewing Party Person that the Indemnitee has satisfied any applicable standard of conduct for indemnification. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall not be subject to the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) that there is a substantial risk supported by evidence that Indemnitee may not repay such advanced amounts in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company and (2) that the Company will not be reasonably able to obtain and enforce a court judgment for repayment in the United States of America, in which case the Company shall obtain reasonable security from Indemnitee, whether in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company, but the selected form must be consented to in writing by the Company, which written consent may not be unreasonably withheld.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 10 7(a) below, the Company shall advance prior to the final disposition of the Proceeding advance, interest free, all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (including in preparation for) unless there has been a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay Final Adjudication such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be indemnified by an obligation of the Company under the provisions to Indemnitee hereunder and shall in no event be deemed to be a personal loan. Such advancement of this Agreement, the CompanyExpenses shall otherwise be unsecured and without regard to Indemnitee’s Bylaws or the GCLability to repay. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten thirty (1030) days following delivery of a written request therefor therefore by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the claimant is entitled to advancement (which shall include without limitation reasonably detailed invoices for legal services, but with disclosure of confidential work product not required if that would work a waiver of privilege as to an adverse party). The Company shall discharge its advancement duty by, at its option, (a) paying such Expenses on behalf of Indemnitee, (b) advancing to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In addition, for avoidance of doubt, the event that the Company agrees fails to pay promptly, whether by way of reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses as incurred by Indemnitee or on Indemnitee’s behalf in connection with as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including in preparation forwithout limitation specific performance) from any Proceeding court having jurisdiction to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is or was serving require the Company or a Subsidiary or Affiliate of the Company to pay Expenses as an Indemnifiable Personset forth in this paragraph. Indemnitee’s right If Indemnitee seeks mandatory injunctive relief pursuant to advancement of Expenses hereunder is absolute and this paragraph, it shall not be subject a defense to any prior determination by any Reviewing Party enforcement of the Company’s obligations set forth in this paragraph that the Indemnitee has satisfied any applicable standard of conduct an adequate remedy at law for indemnification. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall not be subject to the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) that there is a substantial risk supported by evidence that Indemnitee may not repay such advanced amounts in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company and (2) that the Company will not be reasonably able to obtain and enforce a court judgment for repayment in the United States of America, in which case the Company shall obtain reasonable security from Indemnitee, whether in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company, but the selected form must be consented to in writing by the Company, which written consent may not be unreasonably withhelddamages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 10 7(a) below, the Company shall advance prior to the final disposition of the Proceeding – on an interest-free basis – all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (including in preparation for) unless there has been a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be indemnified by an obligation of the Company under the provisions to Indemnitee hereunder and shall in no event be deemed to be a personal loan. Such advancement of this Agreement, the CompanyExpenses shall otherwise be unsecured and without regard to Indemnitee’s Bylaws or the GCLability to repay. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten (10) 30 days following delivery of a written request therefor therefore by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to advancement (which shall include without limitation reasonably detailed invoices for legal services, but with disclosure of confidential work product not required). The Company shall discharge its advancement duty by, at its option, (i) paying such Expenses on behalf of Indemnitee, (ii) advancing to Indemnitee funds in an amount sufficient to pay such Expenses, or (iii) reimbursing Indemnitee for Expenses already paid by Indemnitee. In addition, for avoidance of doubt, the event that the Company agrees fails to pay promptly, whether by way of reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses as incurred by Indemnitee or on Indemnitee’s behalf in connection with as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including in preparation forincluding, without limitation, specific performance) from any Proceeding court having jurisdiction to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is or was serving require the Company or a Subsidiary or Affiliate of the Company to pay Expenses as an Indemnifiable Personset forth in this paragraph. Indemnitee’s right If Indemnitee seeks mandatory injunctive relief pursuant to advancement of Expenses hereunder is absolute and this paragraph, it shall not be subject a defense to any prior determination by any Reviewing Party enforcement of the Company’s obligations set forth in this paragraph that the Indemnitee has satisfied any applicable standard of conduct an adequate remedy at law for indemnification. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall not be subject to the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) that there is a substantial risk supported by evidence that Indemnitee may not repay such advanced amounts in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company and (2) that the Company will not be reasonably able to obtain and enforce a court judgment for repayment in the United States of America, in which case the Company shall obtain reasonable security from Indemnitee, whether in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company, but the selected form must be consented to in writing by the Company, which written consent may not be unreasonably withhelddamages.

Mandatory Advancement of Expenses. (a) Subject to the terms of this Agreement and following notice pursuant to Section 10 7(a) below, the Company shall advance prior to the final disposition of the Proceeding advance, interest free, all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or was an Agent of the Company (including in preparation for) unless there has been a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay final determination such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be indemnified by an obligation of the Company under the provisions to Indemnitee hereunder and shall in no event be deemed to be a personal loan. Such advancement of this Agreement, the CompanyExpenses shall otherwise be unsecured and without regard to Indemnitee’s Bylaws or the GCLability to repay. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated by Indemnitee within ten (10) 30 days following delivery of a written request therefor therefore by the Indemnitee to the Company, along with such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the claimant is entitled to advancement (which shall include without limitation reasonably detailed invoices for legal services, but with disclosure of confidential work product not required). The Company shall discharge its advancement duty by, at its option, (a) paying such Expenses on behalf of Indemnitee, (b) advancing to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses already paid by Indemnitee. In addition, for avoidance of doubt, the event that the Company agrees fails to pay promptly, whether by way of reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee, all Expenses as incurred by Indemnitee or on Indemnitee’s behalf in connection with as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including in preparation forwithout limitation specific performance) from any Proceeding court having jurisdiction to which Indemnitee is a witness or other participant by reason of the fact that Indemnitee is or was serving require the Company or a Subsidiary or Affiliate of the Company to pay Expenses as an Indemnifiable Personset forth in this paragraph. Indemnitee’s right If Indemnitee seeks mandatory injunctive relief pursuant to advancement of Expenses hereunder is absolute and this paragraph, it shall not be subject a defense to any prior determination by any Reviewing Party enforcement of the Company’s obligations set forth in this paragraph that the Indemnitee has satisfied any applicable standard of conduct an adequate remedy at law for indemnification. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall not be subject to the accrual or payment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to the Indemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) that there is a substantial risk supported by evidence that Indemnitee may not repay such advanced amounts in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company and (2) that the Company will not be reasonably able to obtain and enforce a court judgment for repayment in the United States of America, in which case the Company shall obtain reasonable security from Indemnitee, whether in the form of secured collateral, the funding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior to any advancement of Expenses hereunder. Indemnitee shall select the form of security to be provided to the Company, but the selected form must be consented to in writing by the Company, which written consent may not be unreasonably withhelddamages.