Common use of Right to Advancement of Expenses Clause in Contracts

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Act so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, 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 (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and estate.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 7.4(a) shall include the right to be paid advancement by the Company the of any and all expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Act so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, including without limitation, limitation service to an employee benefit plan) shall be made pursuant to this Section 7.4(b) only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 or otherwise7.4(b). The rights An Indemnitee’s right to indemnification and to the an Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as pursuant to an Indemnitee who has ceased to be a Member, manager or officer and shall inure this Section 7.4(b) is not subject to the benefit satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under Section 7.4(a) with respect to the Indemnitee’s heirs, executors, administrators and estaterelated Proceeding or the absence of any prior determination to the contrary.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 2 of this Article VI shall include the right to be paid by the Company Corporation the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Act General Corporation Law so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company Corporation of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, 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 (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 3 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 2 and 13.2 3 of this Article VI shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Memberdirector, manager officer, employee or officer agent and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators executors and estateadministrators.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 7.01 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expensesincluding attorney’s fees) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Act so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager Manager or officer Officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, including service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, 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 (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 Article 7 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 and 13.2 Article 7 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a MemberManager or Officer, manager or officer a director, manager, officer, employee or agent of another entity, and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators executors and estateadministrators.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 Article XVIII shall include the right to be paid by the Company Corporation the expenses (including, without limitation, attorneys’ ' fees and expenses) reasonably incurred in defending any such Proceeding proceeding in advance of its final disposition (hereinafter an “Advancement "advancement of Expenses”expenses"); provided, however, that, if the Act IBCL so requires, an Advancement advancement of Expenses expenses incurred by an Indemnitee indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemniteeindemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company Corporation of an undertaking (hereinafter an “Undertaking”"undertaking"), by or on behalf of such Indemniteeindemnitee, 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 (hereinafter a “Final Adjudication”"final adjudication") that such Indemnitee indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 2 or otherwise. The rights to indemnification and to the Advancement advancement of Expenses expenses conferred in Sections 13.1 and 13.2 Article XVIII shall be contract rights and such rights shall continue as to an Indemnitee indemnitee who has ceased to be a Member, manager director or officer and shall inure to the benefit of the Indemnitee’s indemnitee's heirs, executorsexecutors and administrators. For purposes of Article XVIII, administrators and estatereferences to "the Corporation" shall include any domestic or foreign predecessor entity of the Corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 1 of this Article VIII shall include the right to be paid by the Company Corporation the expenses (including, without limitation, attorneys’ fees and expensesincluding attorney’s fees) reasonably incurred in defending any such Proceeding proceeding in advance of its final disposition (hereinafter an “Advancement advancement of Expensesexpenses”); provided, however, that, if the Act so DGCL requires, an Advancement advancement of Expenses expenses incurred by an Indemnitee indemnitee in his or her capacity as a Member, manager Director or officer (and not in any other capacity in which service was or is rendered by such Indemniteeindemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company Corporation of an undertaking (hereinafter an “Undertakingundertaking”), by or on behalf of such Indemniteeindemnitee, 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 (hereinafter a “Final Adjudicationfinal adjudication”) that such Indemnitee indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 2 or otherwise. The rights to indemnification and to the Advancement advancement of Expenses expenses conferred in Sections 13.1 1 and 13.2 2 of this Article VIII shall be contract rights and such rights shall continue as to an Indemnitee indemnitee who has ceased to be a MemberDirector, manager officer, committee member or officer employee and shall inure to the benefit of the Indemniteeindemnitee’s heirs, executors, administrators executors and estateadministrators.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 7.1 of this Article VII shall include the right to be paid by the Company Corporation the expenses (including, without limitation, attorneys’ fees and expensesincluding attorney’s fees) reasonably incurred in defending any such Proceeding in advance of its final disposition (hereinafter an “Advancement advancement of Expensesexpenses”); provided, however, that, if the Act so Delaware General Corporation Law requires, an Advancement advancement of Expenses expenses incurred by an Indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company Corporation of an undertaking (hereinafter an “Undertaking”), by or on behalf of such Indemnitee, 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 (hereinafter a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 7.2 or otherwise. The rights to indemnification and to the Advancement advancement of Expenses expenses conferred in Sections 13.1 7.1 and 13.2 7.2 of this Article VII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager director or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators executors and estateadministrators.

Right to Advancement of Expenses. The right Any indemnification made pursuant to indemnification conferred in Section 13.1 1 of this Article IX shall include the right to be paid by the Company Corporation the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding proceeding in advance of its final disposition (an “Advancement advancement of Expensesexpenses”); provided, however, that, if the Act General Corporation Law of the State of Delaware so requires, an Advancement advancement of Expenses expenses incurred by an Indemnitee indemnitee in his or her capacity as a Memberdirector, manager officer or officer employee (and not in any other capacity in which service was or is rendered by such Indemniteeindemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company Corporation of an undertaking (an “Undertakingundertaking”), by or on behalf of such Indemniteeindemnitee, 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 (a “Final Adjudicationfinal adjudication”) that such Indemnitee indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 2 or otherwise. The rights to indemnification and to the Advancement advancement of Expenses expenses conferred in Sections 13.1 1 and 13.2 2 of this Article IX shall be contract rights and such rights shall continue as to an Indemnitee indemnitee who has ceased to be a Memberdirector, manager officer, employee or officer agent and shall inure to the benefit of the Indemniteeindemnitee’s heirs, executors, administrators executors and estateadministrators.

Right to Advancement of Expenses. The right to indemnification conferred in this Section 13.1 15(b) shall include the right to be paid advanced by the Company the expenses (including, without limitation, attorneys’ ' fees and expenses) reasonably incurred in defending any such Proceeding proceeding in advance of its final disposition (hereinafter an “Advancement "advancement of Expenses”expenses"); provided, however, that, if the Act so requires, an Advancement advancement of Expenses expenses incurred by an Indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “"Undertaking”"), by or on behalf of such Indemnitee, 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 (a “"Final Adjudication”") that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 15(b) or otherwise. The rights to indemnification and to the Advancement advancement of Expenses expenses conferred in Sections 13.1 15(a) and 13.2 15(b) shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Memberdirector, manager officer, employee, or officer agent and shall inure to the benefit of the Indemnitee’s 's heirs, executors, administrators executors and estateadministrators.

Right to Advancement of Expenses. The right to indemnification conferred in this Section 13.1 15(b) shall include the right to be paid advanced by the Company the expenses (including, without limitation, attorneys’ ' fees and expenses) reasonably incurred in defending any such Proceeding proceeding in advance of its final disposition (hereinafter an “Advancement "advancement of Expenses”expenses"); provided, however, that, if the Act so requires, an Advancement advancement of Expenses expenses incurred by an Indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “"Undertaking”"), by or on behalf of such Indemnitee, 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 (a “"Final Adjudication”") that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 15(b) or otherwise. The rights to indemnification and to the Advancement advancement of Expenses expenses conferred in Sections 13.1 15(a) and 13.2 15(b) shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Memberdirector, manager officer, employee or officer agent and shall inure to the benefit of the Indemnitee’s 's heirs, executors, administrators executors and estateadministrators.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 1 of this ARTICLE VIII shall include the right to be paid by the Company Bank the expenses (including, without limitation, attorneys’ fees and expensesincluding attorney's fees) reasonably incurred in defending any such Proceeding proceeding in advance of its final disposition (hereinafter an “Advancement "advancement of Expenses”expenses"); provided, however, that, if the Act so Delaware General Corporation Law requires, an Advancement advancement of Expenses expenses incurred by an Indemnitee indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemniteeindemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company Bank of an undertaking (hereinafter an “Undertaking”"undertaking"), by or on behalf of such Indemniteeindemnitee, 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 (hereinafter a “Final Adjudication”"final adjudication") that such Indemnitee indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 2 or otherwise. The rights to indemnification and to the Advancement advancement of Expenses expenses conferred in Sections 13.1 1 and 13.2 2 of this ARTICLE VIII shall be contract rights and such rights shall continue as to an Indemnitee indemnitee who has ceased to be a Memberdirector, manager officer, employee or officer agent and shall inure to the benefit of the Indemnitee’s indemnitee's heirs, executors, administrators executors and estateadministrators.

Right to Advancement of Expenses. The In addition to the right to indemnification conferred in Section 13.1 1 of this Article VIII, an indemnitee shall include also have the right to be paid by the Company Corporation the expenses (including, without limitation, attorneys’ fees and expensesincluding attorney’s fees) reasonably incurred in appearing at, participating in or defending any such Proceeding proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article VIII (which shall be governed by Section 3 of this Article VIII) (hereinafter an “Advancement advancement of Expensesexpenses”); provided, however, that, if the Act so requiresDelaware General Corporation Law requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an Advancement advancement of Expenses expenses incurred by an Indemnitee indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemniteeindemnitee, including, without limitation, service to an employee benefit plan) shall be made only solely upon delivery to the Company Corporation of an undertaking (hereinafter an “Undertakingundertaking”), by or on behalf of such Indemniteeindemnitee, 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 (hereinafter a “Final Adjudicationfinal adjudication”) that such Indemnitee indemnitee is not entitled to be indemnified for such or entitled to advancement of expenses under Sections 1 and 2 of this Section 13.2 Article VIII or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and estate.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 1 of this Article VIII shall include the right to be paid by the Company Corporation the expenses (including, without limitation, attorneys’ ' fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “"Advancement of Expenses”"); provided, however, that, if the Act DGCL so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company Corporation of an undertaking (an “"Undertaking”"), by or on behalf of such Indemnitee, 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 (a “"Final Adjudication”") that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 2 of Article VIII or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 1 and 13.2 2 of this Article VIII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager director or officer and shall inure to the benefit of the Indemnitee’s 's heirs, executors, administrators and estate.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 1 of this Article IX shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Act DGCL so requires, an Advancement of Expenses incurred by an Indemnitee in his or her such person’s capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, 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 (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 2 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 1 and 13.2 2 of this Article IX shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Memberdirector, manager officer, employee or officer agent and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators executors and estateadministrators.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 7.1 of this Article VII shall include the right to be paid advancement by the Company the Corporation of any and all expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Act DGCL so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, including without limitation, limitation service to an employee benefit plan) shall be made pursuant to this Section 7.2 only upon delivery to the Company Corporation of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 or otherwise7.2. The rights An Indemnitee’s right to indemnification and to the an Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as pursuant to an Indemnitee who has ceased to be a Member, manager or officer and shall inure this Section 7.2 is not subject to the benefit satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under Section 7.1 of this Article VII with respect to the Indemnitee’s heirs, executors, administrators and estaterelated Proceeding or the absence of any prior determination to the contrary.

Right to Advancement of Expenses. The In addition to the right to indemnification conferred in Section 13.1 7.01, an indemnitee shall include also have the right to be paid by the Company Corporation the expenses (including, without limitation, attorneys’ fees and expensesincluding attorney’s fees) reasonably incurred in appearing at, participating in (including as a witness) or defending any such Proceeding proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article VII (which shall be governed by Section 7.03 (hereinafter an “Advancement advancement of Expensesexpenses”)); provided, however, that, if the Act so requiresDGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an Advancement advancement of Expenses expenses incurred by an Indemnitee indemnitee in his or her capacity as a Member, manager director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemniteeindemnitee, including, without limitation, service to an employee benefit plan) shall be made only solely upon delivery to the Company Corporation of an undertaking (hereinafter an “Undertakingundertaking”), by or on behalf of such Indemniteeindemnitee, 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 (hereinafter a “Final Adjudicationfinal adjudication”) that such Indemnitee indemnitee is not entitled to be indemnified for such or entitled to advancement of expenses under this Section 13.2 7.01 and Section 7.02 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and estate.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, . that, if the Act so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, . including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, 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 (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and estate.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ ' fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “"Advancement of Expenses”"); provided, however, that, if the Act so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “"Undertaking”"), by or on behalf of such Indemnitee, 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 (a “"Final Adjudication”") that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager or officer and shall inure to the benefit of the Indemnitee’s 's heirs, executors, administrators and estate.

Right to Advancement of Expenses. The In addition to the right to indemnification conferred in Section 13.1 Article Fourteen, section (a), an indemnitee shall include also have the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expensesincluding attorney’s fees) reasonably incurred in appearing at, participating in or defending any such Proceeding proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article Fourteen (which shall be governed by Article 14, section (c) (hereinafter an “Advancement advancement of Expensesexpenses”); provided, however, that, if the Act so requiresDGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an Advancement advancement of Expenses expenses incurred by an Indemnitee indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemniteeindemnitee, including, without limitation, service to an employee benefit plan) shall be made only solely upon delivery to the Company of an undertaking (hereinafter an “Undertakingundertaking”), by or on behalf of such Indemniteeindemnitee, 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 (hereinafter a “Final Adjudicationfinal adjudication”) that such Indemnitee indemnitee is not entitled to be indemnified for such or entitled to advancement of expenses under this Section 13.2 Article Fourteen sections (a) and (b) or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and estate.

Right to Advancement of Expenses. The right to indemnification conferred in this Section 13.1 15(b) shall include the right to be paid advanced by the Company the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding proceeding in advance of its final disposition (hereinafter an “Advancement advancement of Expensesexpenses”); provided, however, that, if the Act so requires, an Advancement advancement of Expenses expenses incurred by an Indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, 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 (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 15(b) or otherwise. The rights to indemnification and to the Advancement advancement of Expenses expenses conferred in Sections 13.1 15(a) and 13.2 15(b) shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Memberdirector, manager officer, employee or officer agent and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators executors and estate.administrators. Table of Contents

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 1 of this Article IX shall include the right to be paid advancement by the Company the of any and all expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Act Delaware General Corporation Law so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, including without limitation, limitation service to an employee benefit plan) shall be made pursuant to this Section 2 only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 or otherwise2. The rights An Indemnitee’s right to indemnification and to the an Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as pursuant to an Indemnitee who has ceased to be a Member, manager or officer and shall inure this Section 2 is not subject to the benefit satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under Section 1 of this Article IX with respect to the Indemnitee’s heirs, executors, administrators and estaterelated Proceeding or the absence of any prior determination to the contrary.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 1 of this Article IX shall include the right to be paid advancement by the Company the Corporation of any and all expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Act DGCL so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, including without limitation, limitation service to an employee benefit plan) shall be made pursuant to this Section 2 only upon delivery to the Company Corporation of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 or otherwise2. The rights An Indemnitee’s right to indemnification and to the an Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as pursuant to an Indemnitee who has ceased to be a Member, manager or officer and shall inure this Section 2 is not subject to the benefit satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under Section 1 of this Article IX with respect to the Indemnitee’s heirs, executors, administrators and estaterelated Proceeding or the absence of any prior determination to the contrary.

Right to Advancement of Expenses. The In addition to the right to indemnification conferred in Section 13.1 7.01, an indemnitee shall include also have the right to be paid by the Company Corporation the expenses (includingincluding attorney’s fees) incurred by the indemnitee in appearing at, without limitation, attorneys’ fees and expenses) reasonably incurred participating in or defending any such Proceeding proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article VII (which shall be governed by Section 7.03) (hereinafter an “Advancement advancement of Expensesexpenses”); provided, however, that, if the Act so requiresDGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an Advancement advancement of Expenses expenses incurred by an Indemnitee indemnitee in his or her capacity as a Member, manager director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemniteeindemnitee, including, without limitation, service to an employee benefit plan) shall be made only solely upon delivery to the Company Corporation of an undertaking (hereinafter an “Undertakingundertaking”), by or on behalf of such Indemniteeindemnitee, 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 (hereinafter a “Final Adjudicationfinal adjudication”) that such Indemnitee indemnitee is not entitled to be indemnified for such or entitled to advancement of expenses under this Section 13.2 7.01 and Section 7.02 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and estate.

Right to Advancement of Expenses. The right to indemnification conferred in this Section 13.1 15(b) shall include the right to be paid advanced by the Company the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding proceeding in advance of its final disposition (hereinafter an “Advancement advancement of Expensesexpenses”); provided, however, that, if the Act so requires, an Advancement advancement of Expenses expenses incurred by an Indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, 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 (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 15(b) or otherwise. The rights to indemnification and to the Advancement advancement of Expenses expenses conferred in Sections 13.1 15(a) and 13.2 15(b) shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Memberdirector, manager officer, employee or officer agent and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators executors and estateadministrators.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 shall 1 of this Article VII will include the right to be paid by the Company Corporation the expenses (including, without limitation, attorneys’ ' fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “"Advancement of Expenses”"); provided, however, that, if the Act DGCL so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall will be made only upon delivery to the Company Corporation of an undertaking (an “"Undertaking”"), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall will ultimately be determined by final judicial decision from which there is no further right to appeal (a “"Final Adjudication”") that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 2 of Article VII or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 1 and 13.2 2 of this Article VII shall be contract rights and such rights shall will continue as to an Indemnitee who has ceased to be a Member, manager director or officer and shall will inure to the benefit of the Indemnitee’s 's heirs, executors, administrators and estate.

Right to Advancement of Expenses. The In addition to the right to indemnification conferred in Section 13.1 6.1, an Indemnitee shall include also have the right to be paid by the Company corporation the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending against any such Proceeding in advance of its final disposition (an “"Advancement of Expenses”"), such Advancement to be paid by the corporation within twenty (20) calendar days after the receipt by the corporation of a statement(s) from the Indemnitee requesting such Advancement of Expenses from time to time; provided, however, that, that if the Act so General Corporation Law of Delaware requires, the payment of an C:\WINDOWS\temp\EXHIBIT F AUTC BYLAWS.DOC -18- 1031203/15012.1 Advancement of Expenses incurred by an Indemnitee a director or officer in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemniteeperson while a director or officer, including, including without limitation, limitation service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Company corporation of an undertaking (an “"Undertaking”"), by or on behalf of such Indemniteedirector or officer, 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 (a “Final Adjudication”) that such Indemnitee director or officer is not entitled to be indemnified for such expenses Expenses under this Section 13.2 6.2 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 6.1 and 13.2 6.2 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and estaterights.

Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 9.02 hereof shall include the right to be paid by the Company Corporation the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of ExpensesExpense”); provided, however, that, if the Act General Corporation Law so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company Corporation of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, 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 (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 9.03 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 9.02 and 13.2 9.03 hereof shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Memberdirector, manager officer, employee or officer agent and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators executors and estateadministrators.