Common use of Advancement of Expenses Clause in Contracts

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made as incurred, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to of covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses Expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expensesExpenses. Advances shall include any and all expenses actually and reasonably Expenses incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, Agreement or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance (without interest) if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To The Company shall, to the fullest extent not prohibited permitted by law, the Company shall advance the expenses pay on a current and as-incurred basis all Expenses incurred by Indemnitee in connection with any proceedingProceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status. Such Expenses shall be paid in advance of the final disposition of such Proceeding, without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses and without regard to whether an Adverse Determination (as hereinafter defined) has been or may be made, except as contemplated by the last sentence of Section 9(f) of this Agreement. Upon submission of a request for advancement of Expenses pursuant to Section 9(c) of this Agreement, Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall be made within twenty continue until such time (20if any) days after the receipt by the Company of as there is a statement or statements requesting final non-appealable judicial determination that Indemnitee is not entitled to indemnification. Indemnitee shall repay such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses amounts advanced if and to the extent that it is shall ultimately be determined in a decision by a court of competent jurisdiction in a final judgment, not subject to appeal, from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the CompanyCompany for such Expenses. Advances Such repayment obligation shall be unsecured, interest free unsecured and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companybear interest. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 Company shall not apply impose on Indemnitee additional conditions to any claim made by advancement or require from Indemnitee for which indemnity is excluded pursuant to Section 10(b)additional undertakings regarding repayment.

Advancement of Expenses. To Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made as incurred, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses of covered loss under the provisions of any applicable insurance policy (including expenses incurred preparing and forwarding statements to , without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the Company to support the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall need not be included with the invoice) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses. Advances shall include any expenses and all expenses actually and reasonably incurred by Indemnitee pursuing an action without regard to enforce Indemnitee’s right ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To All Expenses incurred by the extent not prohibited Indemnitee in defending any Proceeding described in Section 4 or 5 shall be paid by law, the Company in advance of the final disposition of such Proceeding at the request of the Indemnitee. The Indemnitee’s right to advancement shall advance not be subject to the expenses incurred by Indemnitee in connection with satisfaction of any proceeding, standard of conduct and such advancement advances shall be made within twenty (20) days after without regard to the receipt by Indemnitee’s ultimate entitlement to indemnification under the Company provisions of this Agreement or otherwise. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in written request to the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be accompanied by an undertaking, an undertaking by or on behalf of the Indemnitee, to repay the advancement all amounts so advanced if it shall ultimately be determined, by final judicial decision of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified for such Expenses by the CompanyCompany as provided by this Agreement or otherwise. Advances The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be unsecured, interest free and without regard to made within 20 calendar days after the receipt by the Secretary of the Company of such written request. The Indemnitee’s ability entitlement to repay the expenses. Advances Expenses under this Agreement shall include those incurred in connection with any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreementaction, suit, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery Section 11 of this Agreement shall constitute an undertaking providing that Indemnitee shall, to (including the fullest extent required by law, repay the advance if and enforcement of this provision) to the extent the court or arbitrator shall determine that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that the Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition an advancement of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)Expenses hereunder.

Advancement of Expenses. To The Company shall, to the fullest extent not prohibited permitted by law, the Company shall advance the expenses pay on a current and as-incurred basis all Expenses actually and reasonably incurred by Indemnitee in connection with any proceedingProceeding in any way connected with, and such advancement resulting from or relating to Indemnitee’s Corporate Status. Such Expenses shall be made within twenty paid in advance of the final disposition of such Proceeding, without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses and without regard to whether an Adverse Determination (20as hereinafter defined) days after has been or may be made, except as contemplated by the last sentence of Section 9(f) of this Agreement. Upon submission by the Indemnitee and receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the for advancement of expenses Expenses pursuant to Section 9(c) of this Agreement, Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall continue until such time (if any) as there is a final non-appealable judicial determination that Indemnitee is not entitled to indemnification. Indemnitee shall repay such amounts advanced if and to the extent that it is shall ultimately be determined in a decision by a court of competent jurisdiction in a final judgment, not subject to appeal, from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the CompanyCompany for such Expenses. Advances Such repayment obligation shall be unsecured, interest free unsecured and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companybear interest. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 Company shall not apply impose on Indemnitee additional conditions to any claim made by advancement or require from Indemnitee for which indemnity is excluded pursuant to Section 10(b)additional undertakings regarding repayment.

Advancement of Expenses. To the extent not prohibited by lawSubject to Section 9(b), the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to or covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the expenses all reasonable Expenses incurred by or on behalf of the Indemnitee in connection with any proceeding, and such advancement shall be made Proceeding within twenty (20) 10 days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances (which from time to time, whether prior to or after the final disposition of such Proceeding. Such statement or statements shall include invoices received reasonably evidence the Expenses incurred by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request on behalf of the Company, an undertaking Indemnitee. The Indemnitee hereby expressly undertakes to repay the advancement of expenses if such amounts advanced only if, and to the extent that that, it is shall ultimately be determined by a court of competent jurisdiction in a final judgmentfinal, not subject to appeal, non-appealable adjudication or arbitration decision that the Indemnitee is not entitled to be indemnified against such Expenses. All amounts advanced to the Indemnitee by the Company. Advances Company pursuant to this Section 7 shall be unsecuredwithout interest. The Company shall make all advances pursuant to this Section 7 without regard to the financial ability of the Indemnitee to make repayment, interest free without bond or other security and without regard to Indemnitee’s ability the prospect of whether the Indemnitee may ultimately be found to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right be entitled to indemnification under the provisions of this Agreement, or otherwise and this right . Any required reimbursement of advancement, including expenses incurred preparing and forwarding statements Expenses by the Indemnitee shall be made by the Indemnitee to the Company within 10 days following the entry of the final, non-appealable adjudication or arbitration decision pursuant to support the advances claimed. Indemnitee acknowledges which it is determined that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)against such Expenses.

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the expenses pay all Expenses incurred by Indemnitee in connection with any proceedingProceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status, other than a Proceeding initiated by Indemnitee for which the Company would not be obligated to indemnify Indemnitee pursuant to Section 3(e)(i), in advance of the final disposition (in accordance with Section 5(c)) of such Proceeding and without regard to whether Indemnitee will ultimately be entitled to be indemnified for such advancement Expenses and without regard to whether an Adverse Determination has been made, except as contemplated by the last sentence of Section 5(f). The right to advances under this Section 4 shall in all events continue until final disposition of any Proceeding, including any appeal therein. Advances shall be made within twenty (20) days after without regard to Indemnitee’s ability to repay the receipt by expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery to the Company of a statement or statements requesting this Agreement, and Indemnitee shall repay such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses amounts advanced only if and to the extent that it is shall ultimately be determined in a decision by a court of competent jurisdiction in a final judgment, not subject to appeal, from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyfor such Expenses. The right to advances under advancement described in this Section 4 is vested. Such repayment obligation shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 be unsecured and shall not apply bear interest. The Company shall not impose on Indemnitee additional conditions to any claim made by advancement or require from Indemnitee for which indemnity is excluded pursuant to Section 10(b)additional undertakings regarding repayment.

Advancement of Expenses. To the extent not prohibited by lawNotwithstanding any other provision of this Agreement, but subject to Section 9(e) hereof, the Company shall advance the expenses all Expenses incurred by or on behalf of Indemnitee in connection with any proceeding, and such advancement shall be made Proceeding by reason of Indemnitee’s Corporate Status or otherwise within twenty thirty (2030) calendar days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances (from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by or on behalf of Indemnitee and for which advancement is requested, and shall include invoices received or be preceded or accompanied by Indemnitee in connection with such expenses but, in the case an undertaking by or on behalf of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive repay any privilege accorded by applicable law Expenses advanced if it shall not finally be included with determined (under the invoice) procedures, and upon request of the Company, an undertaking to repay the advancement of expenses if and subject to the extent that it is ultimately determined by a court of competent jurisdiction presumptions, set forth in a final judgment, not subject to appeal, Section 7 and Section 8 hereof) that Indemnitee is not entitled to be indemnified by the Companyagainst such Expenses. Advances Such undertaking shall be unsecured, interest free sufficient for purposes of this Section 6 if it is substantially in the form attached hereto as Exhibit A. Any advances and without regard to Indemnitee’s ability undertakings to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action pursuant to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall be unsecured and interest-free. The Indemnitee shall be entitled to advancement of Expenses as provided in this Section 6 regardless of any determination by or on behalf of the Company that the Indemnitee has not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)met the standards of conduct set forth in Sections 2(a) and 2(b) hereof.

Advancement of Expenses. To the extent not prohibited by lawSubject to Section 9(b), the Company shall advance advance, the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to or covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s 's ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s 's right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To Notwithstanding any other provision of this Agreement (other than Section 7(d)), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses all Expenses incurred by or on behalf of Indemnitee in connection with any proceedingProceeding (or part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(d), and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances (which from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall include invoices received reasonably evidence the Expenses incurred by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references Indemnitee. Any advances pursuant to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances this Section 5 shall be unsecured, unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the expensesExpenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances In accordance with Section 7(d) hereof, advances shall include any and all expenses actually and reasonably reasonable Expenses incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that the Indemnitee shall, undertakes to the fullest extent required by law, repay the advance amounts advanced (without interest) by the Company pursuant to this Section 5, if and only to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under No other form of undertaking shall be required other than the execution of this Section shall continue until final disposition of any proceeding, including any appeal thereinAgreement. This Section 6 5 shall not apply to any claim made by Indemnitee for Expenses in a matter for which indemnity and advancement of Expenses is excluded pursuant to Section 10(b)9 hereof.

Advancement of Expenses. To the extent not prohibited by Subject to applicable law, all reasonable Expenses actually incurred by, or in the Company shall advance case of retainers, to be incurred by, the expenses incurred by Indemnitee in connection with any proceeding, and such advancement Proceeding shall be made paid by the Partnership in advance of the final disposition of such Proceeding, if so requested by the Indemnitee, within twenty (20) seven days after the receipt by the Company Partnership of a statement or statements from the Indemnitee requesting such advances (which advance or advances. The Indemnitee may submit such statements from time to time. The Indemnitee’s entitlement to such Expenses shall include invoices received by Indemnitee in connection with such expenses butthose incurred, or in the case of invoices retainers, to be incurred, in connection with legal servicesany Proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement. Such statement or statements shall reasonably evidence the Expenses incurred by, any references or in the case of retainers, to legal work performed be incurred by, the Indemnitee in connection therewith and shall include or to expenditures made be accompanied by a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that would cause the Indemnitee has met the standard of conduct necessary for indemnification under this Agreement and an undertaking by or on behalf of the Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses such amount if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that the Indemnitee is not entitled to be indemnified against such Expenses by the CompanyPartnership pursuant to this Agreement or otherwise. Advances The form of Written Affirmation is attached as Exhibit A hereto. Each written undertaking to pay amounts advanced must be an unlimited general obligation but need not be secured and shall be unsecured, interest free and accepted without regard reference to Indemnitee’s financial ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)make repayment.

Advancement of Expenses. To Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to or covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To the extent not prohibited by lawobtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee. The Company shall advance the expenses pay all Expenses incurred by Indemnitee in connection with defending any proceedingProceeding or any claim, and issue, or matter therein (but not amounts actually paid in settlement of any such advancement shall be made within twenty (20Proceeding) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request advance of the Company, an undertaking final disposition of such Proceeding. Indemnitee hereby undertakes to repay the advancement of expenses if such amounts advanced if, and to the extent that, it shall ultimately be determined that it Indemnitee is ultimately determined not entitled to be indemnified by a court the Company; provided, however, that Indemnitee shall not be required to reimburse the Company for any advance of competent jurisdiction in Expenses until a final judgmentjudicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). The Company may require that Indemnitee furnish an additional written statement(s) prior to each advancement of Expenses stating that Indemnitee undertakes to repay such amounts advanced if, not subject and to appealthe extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company. Advances Any advances and undertakings to repay pursuant to this Section 2(d) shall be unsecuredunsecured and interest free. The Company shall make advance payment of Expenses to Indemnitee, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)Expenses.

Advancement of Expenses. To Notwithstanding any provision of this Agreement to the contrary, the Company shall advance, to the extent not prohibited by applicable law, the Company shall advance the expenses all Expenses incurred by or on behalf of Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon request the execution and delivery to the Company of the Companythis Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by applicable law to repay the advancement of expenses amounts advanced (without interest) if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances No other form of undertaking shall be unsecured, interest free and without regard to Indemnitee’s ability to repay required other than the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under execution of this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any request for advancement relating to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b10(a). The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding.

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the all expenses incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding referenced in Section 1(a) or (b) (but not amounts actually paid in settlement of any such action, suit or proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by ). Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking hereby undertakes to repay the advancement of expenses if such amounts advanced (without interest) only if, and to the extent that that, it is shall ultimately be determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Indemnitee within twenty (20) days following delivery of a written request therefor by Indemnitee to the Company. Advances Such request shall reasonably evidence the expenses and costs incurred by the Indemnitee in connection therewith. The Company’s obligation to provide an advancement of expenses is subject to the following conditions: (a) if the proceeding arose in connection with Indemnitee’s service as a director or officer, as applicable, then the Indemnitee or his or her representative shall have executed and delivered to the Company an undertaking, which need not be secured and shall be unsecured, interest free and accepted without regard reference to Indemnitee’s financial ability to make repayment, by or on behalf of Indemnitee to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is shall ultimately be determined by a final, unappealable decision rendered by a court of competent having jurisdiction in a final judgment, not subject to appeal, over the parties and the question that Indemnitee is not entitled to be indemnified by the Company. The right to for such advances under this Section Agreement or otherwise; (b) Indemnitee shall continue until final disposition give the Company such information and cooperation as it may reasonably request and as shall be within Indemnitee’s power; and (c) Indemnitee shall furnish, upon request by the Company and if required under applicable law, a written affirmation of Indemnitee’s good faith belief that any proceeding, including applicable standards of conduct have been met by Indemnitee. Indemnitee’s entitlement to such advances shall include those incurred in connection with any appeal therein. This Section 6 shall not apply to any claim made proceeding by Indemnitee for which indemnity is excluded seeking an adjudication pursuant to Section 10(b)this Agreement.

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty (20) 20 days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses Expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expensesExpenses. Advances shall include any and all expenses Expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section 6 shall continue until final disposition of any proceedingProceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To Indemnitee shall have the extent right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee and as to which Indemnitee provides supporting documentation. Indemnitee’s right to such advancement is not prohibited subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within 15 calendar days after any request by lawIndemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses or (c) reimburse Indemnitee for such Expenses; provided, however, that Indemnitee shall repay, without interest, any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance the expenses related, were in excess of amounts paid or incurred by Indemnitee in connection with any proceedingrespect to Expenses relating to, arising out of or resulting from such Indemnifiable Claim. Indemnitee shall qualify for advances upon the execution and such advancement shall be made within twenty (20) days after the receipt by delivery to the Company of a statement or statements requesting such advances (this Agreement, which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, constitute an undertaking providing that Indemnitee undertakes to repay the advancement of expenses if and amounts advanced (without interest) to the extent that it ultimately is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances No other form of undertaking shall be unsecured, interest free and without regard to Indemnitee’s ability to repay required other than the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under execution of this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 4 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)3.

Advancement of Expenses. To the extent not prohibited by lawSubject to Paragraph 12 hereof, the Company shall advance the expenses all Expenses incurred by or on behalf of Indemnitee in connection with the investigation, defense, settlement, or appeal of any proceedingProceeding 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 or is a witness of the Company in any Proceeding. Indemnitee hereby undertakes to repay such amounts advanced only if, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and only to the extent that that, it is shall ultimately be determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the CompanyCompany as authorized by this Agreement. Advances No other form of undertaking to return advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay required other than the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under execution of this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section Paragraph 4 shall in all events continue until final disposition of any proceedingProceeding, including any appeal thereinin respect thereof. This Section 6 The advances to be made hereunder shall not apply be paid by the Company to any claim made or on behalf of Indemnitee within ten calendar days following delivery of a written request therefor by Indemnitee for which indemnity is excluded to the Company. The request shall reasonably evidence the Expenses incurred by Indemnitee in connection therewith. Indemnitee’s entitlement to advancement of Expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking a determination or adjudication pursuant to Section 10(b)this Agreement. With respect to advances, the Company shall, in accordance with Indemnitee’s request (but without duplication): (i) pay such Expenses on behalf of Indemnitee; (ii) advance to Indemnitee funds sufficient to permit payment of such Expenses, or (iii) reimburse Indemnitee for such Expenses.

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company). Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expensesExpenses. Advances shall include any and all expenses actually and reasonably Expenses incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, Agreement or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance (without interest) if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses Expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expensesExpenses. Advances shall include any and all expenses actually and reasonably Expenses incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, Agreement or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance (without interest) if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section 6 shall continue until the final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To The Company shall, to the fullest extent not prohibited permitted by law, the Company shall advance the expenses pay on a current and as-incurred basis all Expenses incurred by Indemnitee in connection with any proceedingProceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status. Such Expenses shall be paid in advance of the final disposition of such Proceeding, without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses and without regard to whether an Adverse Determination (as hereinafter defined) has been or may be made. Upon submission of a request for advancement of Expenses pursuant to Section 9(c) of this Agreement, Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall be made within twenty continue until such time (20if any) days after the receipt by the Company of as there is a statement or statements requesting final non-appealable judicial determination that Indemnitee is not entitled to indemnification. Indemnitee shall repay such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses amounts advanced if and to the extent that it is shall ultimately be determined in a decision by a court of competent jurisdiction in a final judgment, not subject to appeal, from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the CompanyCompany for such Expenses. Advances Such repayment obligation shall be unsecuredunsecured and shall not bear interest. The Company shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment. Indemnitee shall, interest free and in all events, be entitled to advancement of Expenses, without regard to Indemnitee’s ability ultimate entitlement to repay indemnification, until the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right final determination of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)Proceeding.

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the expenses all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any proceeding, and such advancement shall be made Proceeding within twenty seven (207) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances (which from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include invoices received or be preceded or accompanied by Indemnitee in connection with such expenses but, in the case an undertaking by or on behalf of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive repay any privilege accorded by applicable law Expenses advanced if it shall not ultimately be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by against such Expenses. Notwithstanding the Company. Advances shall be unsecuredforegoing, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right obligation of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of advance Expenses pursuant to this Agreement Section 7 shall constitute an undertaking providing that Indemnitee shall, be subject to the fullest extent required by lawcondition that, repay the advance if if, when and to the extent that it is ultimately determined the Company determines that Indemnitee would not be permitted to be indemnified under applicable law, the Company shall be entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction in to secure a final judgment, not subject to appeal, determination that Indemnitee is should be indemnified under applicable law, any determination made by the Company that Indemnitee would not entitled be permitted to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 applicable law shall not apply be binding and Indemnitee shall not be required to reimburse the Company for any claim advance of Expenses until a final judicial determination is made by Indemnitee for with respect thereto (as to which indemnity is excluded pursuant to Section 10(ball rights of appeal therefrom have been exhausted or lapsed).

Advancement of Expenses. To Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to of covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To The Company shall, to the fullest extent not prohibited by permitted under applicable law, the Company shall advance the expenses pay on a current and as-incurred basis all Expenses incurred by Indemnitee in connection with any proceedingProceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status. Such Expenses shall be paid in advance of the final disposition of such Proceeding, without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses and without regard to whether an Adverse Determination has been or may be made, except as contemplated by the last sentence of Section 9(f) of this Agreement. Upon submission of a request for advancement of Expenses pursuant to Section 9(c) of this Agreement, Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall be made within twenty continue until such time (20if any) days after the receipt by the Company of as there is a statement final non-appealable judicial determination that Indemnitee is not entitled to indemnification or statements requesting that Indemnitee engaged in Disabling Conduct. Indemnitee shall repay such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses amounts advanced if and to the extent that it is shall ultimately be determined in a decision by a court of competent jurisdiction in a final judgment, not subject to appeal, from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the CompanyCompany for such Expenses or that Indemnitee engaged in Disabling Conduct. Advances Such repayment obligation shall be unsecured, interest free unsecured and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companybear interest. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 Company shall not apply impose on Indemnitee additional conditions to any claim made by advancement or require from Indemnitee for which indemnity is excluded pursuant to Section 10(b)additional undertakings regarding repayment.

Advancement of Expenses. To the extent not prohibited by lawSubject to Section 9(b), the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this AgreementAgreement and (iii) entitlement to and availability of insurance coverage, or otherwise and this right of including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to or covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, Agreement or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made as incurred, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to or covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To the extent not prohibited by lawSubject to Section 9(b), the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty forty-five (2045) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to or covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. (a) To the extent not prohibited by lawobtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company shall advance the expenses incurred by Indemnitee in connection a written request therefor, together with any proceeding, and such advancement shall invoices or other supporting information as may be made within twenty (20) days after the receipt reasonably requested by the Company of a statement or statements requesting such advances (which shall include invoices received and reasonably available to Indemnitee, and an unsecured, interest-free written undertaking by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses amounts advanced if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that the Indemnitee is not entitled to be indemnified against such Expenses by the CompanyCompany pursuant to this Agreement or otherwise. Advances The Company shall be unsecuredmake advance payment of Expenses to Indemnitee, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any Expenses and all expenses actually and reasonably incurred by Indemnitee pursuing an action without regard to enforce Indemnitee’s right ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise no later than ten (10) days after receipt of the written request for advancement (and this right each subsequent request for advancement) by Indemnitee. If, at the time of advancementreceipt of any such written request for advancement of Expenses, including expenses incurred preparing and forwarding statements to the Company has director and officer insurance policies in effect, the Company will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies. The Company shall thereafter keep such director and officer insurers informed of the status of the Proceeding or other claim, as appropriate to support the advances claimedsecure coverage of Indemnitee for such claim. Indemnitee acknowledges that the execution and delivery of this Agreement The Indemnitee’s entitlement to such Expenses shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction include those incurred in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified connection with any proceeding by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded seeking an adjudication or award in arbitration pursuant to Section 10(b)this Agreement.

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section 6 shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty (20[ ( ) days days] after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to or covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To the extent not prohibited by law, from and after the Company Effective Time, the Companies shall advance the expenses Expenses or Liabilities incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty thirty (2030) calendar days after the receipt by the Company Companies of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses Expenses or Liabilities but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the CompanyCompanies, an undertaking to repay the advancement of expenses Expenses or Liabilities if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the CompanyCompanies. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses Expenses and/or Liabilities actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses Expenses and/or Liabilities incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 4 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b15(d)(ii).

Advancement of Expenses. To the extent not prohibited by law(a) Notwithstanding any other provision of this Agreement, the Company Companies shall advance the expenses all Expenses incurred by or on behalf of Indemnitee in connection with any proceeding, and such advancement shall be made Proceeding by reason of Indemnitee’s Corporate Status within twenty thirty (2030) days after the receipt by the Company Companies of a statement or statements from Indemnitee requesting such advance or advances (which from time to time, whether prior to or after final disposition of such Proceeding. Advances shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references be made without regard to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking Indemnitee’s ability to repay the advancement Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of expenses if this Agreement. Advances shall include any and all Expenses actually and reasonably incurred pursuing a Proceeding to enforce this right of advancement, including Expenses actually and reasonably incurred preparing and forwarding statements to the Companies to support the advances claimed. Indemnitee shall qualify for advances, to the fullest extent permitted by applicable law, upon the execution and delivery to the Companies of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the CompanyCompanies. Advances No other form of undertaking shall be unsecured, interest free and without regard to Indemnitee’s ability to repay required other than the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under execution of this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 5 shall not apply to any claim made by Indemnitee for which indemnity an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 10(b)7.

Advancement of Expenses. To The Company shall advance, to the fullest extent not prohibited permitted by law, the Company shall advance the expenses Expenses incurred by Indemnitee an Indemnified Person in connection with any proceedingProceeding, and such advancement shall be made within twenty ten (2010) days after the receipt by the Company of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee such Indemnified Person in connection with such expenses Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee such Indemnified Person to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request ), whether prior to, or after, final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to any Proceeding (including any appeal, that Indemnitee is not entitled to be indemnified by the Company). Advances shall be unsecured, unsecured and interest free free. Advances shall be made without regard to such Indemnified Person’s ability to repay Expenses and without regard to Indemniteesuch Indemnified Person’s ability ultimate entitlement to repay indemnification under the expensesother provisions of this Agreement. Advances shall include any and all expenses actually and reasonably Expenses incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses including, without limitation, Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement Each Indemnified Person shall constitute an undertaking providing that Indemnitee shall, undertake to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee such Indemnified Person is not entitled to be indemnified by the Company. The right To obtain indemnification, an Indemnified Person shall submit to advances under this Section shall continue until final disposition of any proceedingthe Company a written request, including any appeal thereintherein documentation and information as is reasonably available to such Indemnified Person and is reasonably necessary to determine whether and to what extent such Indemnified Person is entitled to indemnification, and shall request payment thereof. This Section 6 The Company shall not apply (i) pay Expenses on behalf of such Indemnified Person, (ii) advance to any claim made by Indemnitee such Indemnified Person funds in an amount sufficient to pay such Expense, or (iii) reimburse such Indemnified Person for which indemnity is excluded pursuant to Section 10(b)such Expenses.

Advancement of Expenses. To Indemnitee shall have the extent not prohibited right to advancement by lawthe Company, prior to the Company shall advance the expenses final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any proceeding, and Claim arising out of an Indemnifiable Event. Indemnitee’s right to such advancement shall be made is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within twenty thirty (2030) days after any request by Indemnitee, the receipt Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. In connection with any request for Expense Advances, Indemnitee shall execute and deliver to the Company an undertaking (which shall be accepted without reference to Indemnitee’s ability to repay the Expense Advances), in the form attached hereto as Exhibit A, to repay any amounts paid, advanced, or reimbursed by the Company of a statement or statements requesting for such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and Expenses to the extent that it is ultimately determined by a court determined, following the final disposition of competent jurisdiction in a final judgment, not subject to appealsuch Claim, that Indemnitee is not entitled to be indemnified by indemnification hereunder. Indemnitee’s obligation to reimburse the Company. Company for Expense Advances shall be unsecured, unsecured and no interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)charged thereon.

Advancement of Expenses. To In the extent event that (a) the Bank does not prohibited assume the defense pursuant to Paragraph 5 of this Agreement of any Proceeding to which Indemnitee is a party or is threatened to be made a party because of Indemnitee’s Corporate Status or by lawreason of any action alleged to have been taken or omitted in connection therewith and of which the Bank receives notice under this Agreement or (b) the Bank assumes such defense but Indemnitee is, pursuant to Paragraph 5 of this Agreement, nonetheless entitled to have the Company shall advance fees and costs of Indemnitee’s own counsel paid for by the expenses Bank, any reasonable Expenses incurred by Indemnitee or on his or her behalf in connection with any proceedingdefending such Proceeding shall be paid by the Bank in advance of the final disposition of such Proceeding; provided, and however, that the payment of such advancement Expenses incurred by Indemnitee or on his or her behalf in advance of the final disposition of such Proceeding shall be made within twenty only upon receipt of (20a) days after a written affirmation of Indemnitee’s good faith belief that Indemnitee has met the receipt applicable standard of conduct described in Paragraph 2 of this Agreement or that the Proceeding involves conduct for which Liability has been eliminated under a provision of the Bank’s Articles of Organization and (b) an unlimited undertaking by the Company or on behalf of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, to repay all amounts so advanced in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent event that it is shall ultimately be determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the CompanyBank as authorized in this Agreement. Advances The undertaking referred to in clause (b) above shall be unsecuredan unlimited, interest free unsecured general obligation of Indemnitee and shall be accepted without regard reference to Indemnitee’s financial ability to make repayment. Any advances and undertakings to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)interest-free.

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the expenses pay all Expenses incurred by Indemnitee in connection with any proceedingProceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status, other than a Proceeding initiated by Indemnitee for which the Company would not be obligated to indemnify Indemnitee pursuant to Section 3(e)(i) hereof, in advance of the final disposition (in accordance with Section 5(c) hereof) of such Proceeding and without regard to whether Indemnitee will ultimately be entitled to be indemnified for such advancement Expenses and without regard to whether an Adverse Determination has been made, except as contemplated by the last sentence of Section 5(f) hereof. The right to advances under this Section 4 shall in all events continue until final disposition of any Proceeding, including any appeal therein. Advances shall be made within twenty (20) days after without regard to Indemnitee’s ability to repay the receipt by expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery to the Company of a statement or statements requesting this Agreement, and Indemnitee shall repay such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses amounts advanced only if and to the extent that it is shall ultimately be determined in a decision by a court of competent jurisdiction in a final judgment, not subject to appeal, from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyfor such Expenses. The right to advances under advancement described in this Section 4 is vested. Such repayment obligation shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 be unsecured and shall not apply bear interest. The Company shall not impose on Indemnitee additional conditions to any claim made by advancement or require from Indemnitee for which indemnity is excluded pursuant to Section 10(b)additional undertakings regarding repayment.

Advancement of Expenses. To The Indemnitee shall have the extent not prohibited right to advancement by lawthe Company, prior to the Company shall advance the expenses final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by the Indemnitee in connection with any proceeding, and Claim arising out of an Indemnifiable Event. The Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within 20 days after any request by the Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of the Indemnitee, (b) advance to the Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse the Indemnitee for such Expenses. If requested by a law firm or other professional representing the Indemnitee, the Company shall pay such firm(s) a reasonable retainer. In connection with any request for Expense Advances, the Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize the attorney-client privilege. In connection with any request for Expense Advances, the Indemnitee shall execute and deliver to the Company an undertaking (which shall be made within twenty (20accepted without reference to the Indemnitee’s ability to repay the Expense Advances) days after the receipt to repay any amounts paid, advanced, or reimbursed by the Company of a statement or statements requesting for such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and Expenses to the extent that it is ultimately determined by a court determined, following the final disposition of competent jurisdiction in a final judgment, not subject to appealsuch Claim, that the Indemnitee is not entitled to be indemnified by indemnification hereunder. The Indemnitee’s obligation to reimburse the Company. Company for Expense Advances shall be unsecured, unsecured and no interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)charged thereon.

Advancement of Expenses. To the extent not prohibited by lawSubject to Section 9(b), the Company shall advance advance, the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made as incurred within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to or covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the expenses advance, without duplication, all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any proceeding, and such advancement shall be made Proceeding within twenty seven (207) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances (which from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include invoices received or be preceded or accompanied by Indemnitee in connection with such expenses but, in the case an undertaking by or on behalf of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive repay any privilege accorded by applicable law Expenses advanced if it shall not ultimately be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by against such Expenses. Notwithstanding the Company. Advances shall be unsecuredforegoing, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right obligation of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of advance Expenses pursuant to this Agreement Section 7 shall constitute an undertaking providing that Indemnitee shall, be subject to the fullest extent required by lawcondition that, repay the advance if if, when and to the extent that it is ultimately determined the Company determines that Indemnitee would not be permitted to be indemnified under applicable law, the Company shall be entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction in to secure a final judgment, not subject to appeal, determination that Indemnitee is should be indemnified under applicable law, any determination made by the Company that Indemnitee would not entitled be permitted to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 applicable law shall not apply be binding and Indemnitee shall not be required to reimburse the Company for any claim advance of Expenses until a final judicial determination is made by Indemnitee for with respect thereto (as to which indemnity is excluded pursuant to Section 10(ball rights of appeal therefrom have been exhausted or lapsed).

Advancement of Expenses. To Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made as incurred, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to or covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the All reasonable expenses incurred by Indemnitee (including attorneys’ fees, retainers and advances of disbursements required of Indemnitee) in connection with defending or otherwise participating in (including as a witness) any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, and such advancement shall be made at the request of Indemnitee within twenty (20) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time (which whether prior to or after final disposition of any action, suit or proceeding). Such statement or statements shall include invoices received reasonably evidence the expenses incurred by Indemnitee in connection with such expenses buttherewith. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, in the case which shall constitute an undertaking by or on behalf of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses such advances if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified against such expenses and costs by the CompanyCompany as provided by this Agreement or otherwise. Advances All advances provided to Indemnitee hereunder shall be unsecuredunsecured and interest free, interest free and such advances shall be made without regard to Indemnitee’s ability to repay the expenses. Advances shall include any expenses and all expenses actually and reasonably incurred by Indemnitee pursuing an action without regard to enforce Indemnitee’s right ultimate entitlement to indemnification under the other provisions of this Agreement, . Indemnitee’s entitlement to such expenses shall include those incurred in connection with any proceeding by Indemnitee seeking an adjudication or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements award in arbitration pursuant to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery Section 13 of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the CompanyAgreement. The right to advances Company shall have the burden of proof in any determination under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)12.

Advancement of Expenses. To Indemnitee shall have the extent not prohibited right to advancement by lawthe Company, prior to the Company shall advance the expenses final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any proceeding, and Claim arising out of an Indemnifiable Event. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within 30 days after any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. In connection with any request for Expense Advances, Indemnitee shall execute and deliver to the Company an undertaking (which shall be made within twenty (20) days after accepted without reference to Indemnitee’s ability to repay the receipt Expense Advances), in the form attached hereto as Exhibit A, to repay any amounts paid, advanced, or reimbursed by the Company of a statement or statements requesting for such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and Expenses to the extent that it is ultimately determined by a court determined, following the final disposition of competent jurisdiction in a final judgment, not subject to appealsuch Claim, that Indemnitee is not entitled to be indemnified by indemnification hereunder. Indemnitee’s obligation to reimburse the Company. Company for Expense Advances shall be unsecured, unsecured and no interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)charged thereon.

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the expenses all ----------------------- reasonable Expenses incurred by or on behalf of Indemnitee in connection with any proceeding, and such advancement shall be made Proceeding within twenty (20) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances (which from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include invoices received or be preceded or accompanied by Indemnitee in connection with such expenses but, in the case an undertaking by or on behalf of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive repay any privilege accorded by applicable law Expenses advanced if it shall not ultimately be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by against such Expenses. Notwithstanding the Company. Advances shall be unsecuredforegoing, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right obligation of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of advance Expenses pursuant to this Agreement Section 7 shall constitute an undertaking providing that Indemnitee shall, be subject to the fullest extent required by lawcondition that, repay the advance if if, when and to the extent that it is ultimately determined the Company determines that Indemnitee would not be permitted to be indemnified under applicable law, the Company shall be entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or -------- ------- thereafter commences legal proceedings in a court of competent jurisdiction in to secure a final judgment, not subject to appeal, determination that Indemnitee is should be indemnified under applicable law, any determination made by the Company that Indemnitee would not entitled be permitted to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 applicable law shall not apply be binding and Indemnitee shall not be required to reimburse the Company for any claim advance of Expenses until a final judicial determination is made by Indemnitee for with respect thereto (as to which indemnity is excluded pursuant to Section 10(ball rights of appeal therefrom have been exhausted or lapsed).

Advancement of Expenses. To In the extent not prohibited by lawevent Indemnitee incurs costs or expenses in connection with the defense of any such civil, criminal, administrative or investigative action, suit or proceeding (including any costs or expenses incurred for any appeal therefor), the Company shall agrees to pay such costs or expenses as they are incurred and in advance of the expenses incurred final disposition of the action, suit or proceeding within 30 calendar days of submission of bills or vouchers for such costs or expenses, provided that Indemnitee delivers to Company prior to such payment a written undertaking by or on behalf of Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) days after to repay the receipt amount paid by the Company if it is ultimately determined by a court of a statement competent jurisdiction that Indemnitee is not entitled to be indemnified by the Company. By such undertaking, Indemnitee agrees to reimburse the Company for all amounts paid by the Company in defending such civil, criminal, administrative or statements requesting such advances (which shall include invoices received by Indemnitee investigative action, suit or proceeding against Indemnitee, including amounts paid in connection with such expenses butsettlement, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) event and upon request of the Company, an undertaking to repay the advancement of expenses if and only to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company for such expenses under the provisions of the State Statute, Bylaws, this Agreement or otherwise. However, in the case of an action brought against Indemnitee by the Company pursuant to the provisions of Section 16(b) of the Act, or other similar provisions of any federal, state or local statutory law for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay costs and expenses will not be advanced unless such advancement is approved by the expenses. Advances shall include any and all expenses actually and reasonably incurred Board of Directors by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right a majority vote of advancement, including expenses incurred preparing and forwarding statements a quorum consisting of directors who are not parties to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shallaction, to the fullest extent required suit or proceeding, or, if such a quorum cannot be obtained, by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction independent legal counsel in a final judgment, not subject to appeal, written opinion that Indemnitee such indemnification is not entitled to be indemnified by proper in the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)circumstances.

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the expenses pay all Expenses incurred by Indemnitee in connection with any proceedingProceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status, other than a Proceeding initiated by Indemnitee for which the Company would not be obligated to indemnify Indemnitee pursuant to Section 3(e)(i), in advance of the final disposition (in accordance with Section 5(c) hereof) of such Proceeding and without regard to whether Indemnitee will ultimately be entitled to be indemnified for such advancement Expenses and without regard to whether an Adverse Determination has been made, except as contemplated by the last sentence of Section 5(f) hereof. The right to advances under this Section 4 shall in all events continue until final disposition of any Proceeding, including any appeal therein. Advances shall be made within twenty (20) days after without regard to Indemnitee’s ability to repay the receipt by expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery to the Company of a statement or statements requesting this Agreement, and Indemnitee shall repay such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses amounts advanced only if and to the extent that it is shall ultimately be determined in a decision by a court of competent jurisdiction in a final judgment, not subject to appeal, from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyfor such Expenses. The right to advances under advancement described in this Section 4 is vested. Such repayment obligation shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 be unsecured and shall not apply bear interest. The Company shall not impose on Indemnitee additional conditions to any claim made by advancement or require from Indemnitee for which indemnity is excluded pursuant to Section 10(b)additional undertakings regarding repayment.

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the expenses all Expenses reasonably incurred by or on behalf of Indemnitee in connection with any proceeding, and such advancement shall be made Proceeding within twenty (20) business days after the receipt by the Company of a written statement or statements from Indemnitee requesting such advance or advances (which from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include invoices received or be preceded or accompanied by Indemnitee in connection with such expenses but, in the case an undertaking by or on behalf of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive repay any privilege accorded by applicable law Expenses advanced if it shall not ultimately be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyagainst such Expenses. Advances Such advances (i) shall be unsecuredunsecured and interest free, interest free and (ii) shall be made without regard to Indemnitee’s ability to repay the expenses. Advances advances, (iii) shall include any and all expenses actually and reasonably incurred by continue until such time (if any) as there is a final judicial determination that Indemnitee pursuing an action to enforce Indemnitee’s right is not entitled to indemnification under and (iv) shall in all cases be subject to the terms and conditions of this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to . In the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent event that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified for any Expenses advanced to Indemnitee, then the Company shall be entitled to be reimbursed, within one hundred and eighty (180) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee ) for which indemnity is excluded pursuant to Section 10(b)all such amounts theretofore paid.

Advancement of Expenses. To Indemnitee shall have the extent not prohibited right to advancement by lawthe Company, prior to the Company shall advance the expenses final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any proceeding, and Claim arising out of an Indemnifiable Event. Indemnitee’s right to such advancement shall be made is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within twenty (20) days after the receipt any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of a statement Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or statements requesting (c) reimburse Indemnitee for such advances (which shall include invoices received by Indemnitee in Expenses. In connection with such expenses butany request for Expense Advances, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking required to repay the advancement of expenses if and provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Execution and delivery to the Company of this Agreement by Indemnitee constitutes an undertaking by Indemnitee to repay any amounts paid, advanced or reimbursed by the Company pursuant to this Section 4 in respect of Expenses relating to, arising out of or resulting from any Claim in respect of which it is ultimately determined by a court shall be determined, pursuant to Section 9, following the final disposition of competent jurisdiction in a final judgment, not subject to appealsuch Claim, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be indemnified by required other than the Companyexecution of this Agreement. Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured, unsecured and no interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)charged thereon.

Advancement of Expenses. To The Companies shall, to the fullest extent not prohibited by permitted under applicable law, the Company shall advance the expenses pay on a current and as-incurred basis all Expenses incurred by Indemnitee in connection with any proceedingProceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status. The advancement of such Expenses shall be paid within ten (10) days after receipt by any Company of a properly submitted written request for advancement from Indemnitee pursuant to Section 9(c)(i) of this Agreement, without regard to whether an Adverse Determination has been or may be made, except as contemplated by the last sentence of Section 9(f) of this Agreement. Upon submission of a request for advancement of Expenses pursuant to Section 9(c) of this Agreement, Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall be made within twenty continue until such time (20if any) days after the receipt by the Company of as there is a statement final non-appealable judicial determination that Indemnitee is not entitled to indemnification or statements requesting that Indemnitee engaged in Disabling Conduct. Indemnitee shall repay all such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses amounts advanced if and to the extent that it is shall ultimately be determined in a decision by a court of competent jurisdiction in a final judgment, not subject to appeal, from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the CompanyCompanies for such Expenses or that Indemnitee engaged in Disabling Conduct. Advances Such repayment obligation shall be unsecuredunsecured and shall not bear interest. The Companies shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under except as set forth in this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To the extent not prohibited by Maryland law, the Company shall advance the expenses actually and reasonably incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advance or advances (which shall include appropriate invoices or other documentation received by Indemnitee in connection with such expenses but, in the case of invoices or other documentation in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice), whether prior to or after the final disposition of such proceeding. Such statement or statements shall include or be preceded or accompanied by: (i) a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and upon request by this Agreement has been met, and (ii) a written undertaking by or on behalf of Indemnitee providing that he or she shall, to the Companyfullest extent required by law, an undertaking to repay the advancement portion of any expenses if and advanced relating to claims, issues, or matters in the extent that proceeding as to which it is shall ultimately be determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified the applicable standard of conduct necessary for indemnification by the CompanyCompany has not been met. The undertaking required by this Section 5 shall be an unlimited general obligation by or on behalf of Indemnitee. Advances shall be unsecured, interest free free, and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to To the extent that it is ultimately determined by expenses advanced to Indemnitee do not relate to a court of competent jurisdiction specific claim, issue or matter in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal thereinsuch expenses shall be allocated on a reasonable and proportionate basis. This Section 6 5 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To the extent not prohibited by lawSubject to Section 9(b), the Company shall advance advance, the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty forty-five (2045) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to or covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To The IMS Companies shall, to the fullest extent not prohibited permitted by law, the Company shall advance the expenses pay on a current and as-incurred basis all Expenses incurred by Indemnitee in connection with any proceedingProceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status. Such Expenses shall be paid in advance of the final disposition of such Proceeding, without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses and without regard to whether an Adverse Determination (as hereinafter defined) has been or may be made. Upon submission of a request for advancement of Expenses pursuant to Section 9(c) of this Agreement, Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall be made within twenty continue until such time (20if any) days after the receipt by the Company of as there is a statement or statements requesting final non-appealable judicial determination that Indemnitee is not entitled to indemnification. Indemnitee shall repay such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses amounts advanced if and to the extent that it is shall ultimately be determined in a decision by a court of competent jurisdiction in a final judgment, not subject to appeal, from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the CompanyIMS Companies for such Expenses. Advances Such repayment obligation shall be unsecuredunsecured and shall not bear interest. The IMS Companies shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment. Indemnitee shall, interest free and in all events, be entitled to advancement of Expenses, without regard to Indemnitee’s ability ultimate entitlement to repay indemnification, until the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right final determination of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)Proceeding.

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the expenses all reasonable Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with any proceedingProceeding (other than a proceeding brought to enforce indemnification under this Agreement, and such advancement shall be made applicable law, the Charter Documents, any agreement or a resolution of the stockholders entitled to vote in the election of directors, but including any Proceeding in which the Indemnitee is not a party in accordance with Section 7) within twenty (20) 20 days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advances (which advance from time to time, whether prior to, during or after final disposition of such Proceeding. Such statement shall reasonably evidence the Expenses incurred by the Indemnitee and shall include invoices received or be preceded or accompanied by a written affirmation by the Indemnitee in connection with such expenses butof the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of the Indemnitee, in substantially the case of invoices form attached hereto as Exhibit A or in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by such form as may be required under applicable law shall not be included with as in effect at the invoice) and upon request time of the Companyexecution thereof, an undertaking to repay reimburse the advancement portion of expenses if any Expenses advanced to the Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established that the standard of conduct has not been met and to which have not been successfully resolved as described in Section 6. To the extent that it is ultimately determined by Expenses advanced to the Indemnitee do not relate to a court of competent jurisdiction specific claim, issue or matter in a final judgmentthe Proceeding, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances such Expenses shall be unsecured, interest free allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of the Indemnitee and shall be accepted without regard reference to the Indemnitee’s financial ability to repay the expensessuch advanced Expenses and without any requirement to post security therefor. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).​

Advancement of Expenses. To Notwithstanding any provision to the extent not prohibited by lawcontrary in this Agreement, the Company shall advance the expenses all Expenses incurred by or on behalf of Indemnitee in connection with any proceeding, and such advancement shall be made Proceeding by reason of Indemnitee’s Corporate Status within twenty thirty (2030) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances (which from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include invoices received or be preceded or accompanied by Indemnitee in connection with such expenses but, in the case a written undertaking by or on behalf of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive repay any privilege accorded by applicable law Expenses advanced if it shall not ultimately be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyagainst such Expenses. Advances Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured, unsecured and interest free and without regard reference to the financial ability of the Indemnitee to make such repayment or to such Indemnitee’s ability ultimate entitlement to repay indemnification under other provisions of this Agreement. Advancement of Expenses pursuant to this Section 5 shall not require approval of the expensesBoard or the stockholders of the Company, or of any other person or body. The Secretary of the Company shall promptly advise the Board in writing of the request for advancement of Expenses, of the amount and other details of the advancement and of the undertaking to make repayment pursuant to this Section 5. Advances shall include any and all expenses actually and reasonably reasonable Expenses incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company). Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the expenses all Expenses incurred by the Indemnitee in connection with any proceeding, and Proceeding referenced in Section 2(a) of this Agreement (but not amounts actually paid in settlement of any such advancement Proceeding). The advances to be made hereunder shall be made paid by the Company to the Indemnitee within twenty ten (2010) business days after the following receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances (from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by the Indemnitee or refer to invoices or bills for Expenses furnished or to be furnished directly to the Company. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, constitute an undertaking providing that the Indemnitee undertakes to the fullest extent permitted by law to repay the advancement of expenses advance (without interest) if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that the Indemnitee is not entitled to be indemnified by the Company. Advances No other form of undertaking shall be unsecured, required other than the execution of this Agreement. Any such advances shall be unsecured and interest free and shall be made without regard to the Indemnitee’s ability to repay such amounts and without regard to the expensesIndemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances Any such advances shall include any and all expenses actually and reasonably Expenses incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Notwithstanding the foregoing, in no case shall the Indemnitee acknowledges be required to convey any information that would cause the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required waive any privilege accorded by applicable law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To Notwithstanding any provision of this Agreement to the contrary, the Company shall advance, to the extent not prohibited by applicable law, the Company shall advance the expenses Expenses and Liabilities reasonably incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty (20) 10 days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses butfrom time to time, in the case whether prior to or after final disposition of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the CompanyProceeding. Advances shall be unsecured, interest free unsecured and interest-free. Advances shall be made without regard to Indemnitee’s ability to repay the expensesExpenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all expenses actually and Expenses reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement Agreement, which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, repay the advance if and amounts advanced to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject judicial decision from which there is no further right to appeal, appeal that Indemnitee is not entitled to be indemnified by the Company. The Nothing in this Section 8 shall limit Indemnitee’s right to advances under advancement pursuant to Section 12(d) of this Section shall continue until final disposition of any proceeding, including any appeal thereinAgreement. This Section 6 8 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)7 hereof.

Advancement of Expenses. To the extent not prohibited by law, the The Company shall promptly advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and in any event such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall reasonably evidence the Expenses incurred and include invoices received by Indemnitee in connection with such expenses butExpenses). The Company shall, in the case accordance with such statement (but without duplication), (a) pay such Expenses on behalf of invoices Indemnitee, (b) advance to Indemnitee funds in connection with legal servicesan amount sufficient to pay such Expenses, any references to legal work performed or to expenditures made that would cause (c) reimburse Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking for such Expenses. Indemnitee hereby undertakes to repay any Expenses that are advanced under this Section 6 (without interest) to the advancement of expenses fullest extent required by law if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expensesExpenses. Advances shall include any and all expenses Expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses reasonable Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceedingProceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. 7.1.1. To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the extent not prohibited by lawCorporation a written request for such advancement, the Company shall advance the expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection together with such expenses but, documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to such advancement. Indemnitee must also furnish to the Corporation a written affirmation of his good faith belief that (a) he has conducted himself in good faith and (1) that he reasonably believed (A) in the case of invoices conduct in connection his Official Capacity with legal servicesthe Corporation or any Subsidiary, that his conduct was in the Corporation's or such Subsidiary's best interests; and (B) in all other cases, that his conduct was at least not opposed to the Corporation's or such Subsidiary's best interests; and (C) in the case of any references criminal proceeding, that he had no reasonable cause to legal work performed believe his conduct was unlawful, or to expenditures (2) that the Claim involved conduct for which indemnification has been made permissible or obligatory under a provision of the applicable Charter, or that would cause Indemnitee to waive any privilege accorded (b) the Claim involves conduct for which liability has been eliminated under a provision of the applicable Charter, as authorized by applicable law shall not be included with law. In addition, Indemnitee must furnish to the invoice) and upon request of the Company, an Corporation a written undertaking to repay the advancement of expenses advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee he is not entitled to be indemnified by the Companyindemnification. Advances shall be unsecured, interest free made without regard to Indemnitee's ability to repay the advance and without regard to Indemnitee’s ability 's ultimate entitlement to indemnification under the provisions of this Agreement. Indemnitee's obligation to repay the expensesCorporation for advances shall be unsecured and no interest shall be charged thereon. Advances shall include any and all expenses actually and reasonably reasonable Expenses incurred by Indemnitee in pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the expenses all reasonable Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with any proceedingProceeding (other than a proceeding brought to enforce indemnification under this Agreement, and such advancement shall be made applicable law, the Charter Documents, any agreement or a resolution of the stockholders entitled to vote in the election of directors, but including any Proceeding in which the Indemnitee is not a party in accordance with Section 7) within twenty (20) 20 days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advances (which advance from time to time, whether prior to, during or after final disposition of such Proceeding. Such statement shall reasonably evidence the Expenses incurred by the Indemnitee and shall include invoices received or be preceded or accompanied by a written affirmation by the Indemnitee in connection with such expenses butof the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of the Indemnitee, in substantially the case of invoices form attached hereto as Exhibit A or in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by such form as may be required under applicable law shall not be included with as in effect at the invoice) and upon request time of the Companyexecution thereof, an undertaking to repay reimburse the advancement portion of expenses if any Expenses advanced to the Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established that the standard of conduct has not been met and to which have not been successfully resolved as described in Section 6. To the extent that it is ultimately determined by Expenses advanced to the Indemnitee do not relate to a court of competent jurisdiction specific claim, issue or matter in a final judgmentthe Proceeding, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances such Expenses shall be unsecured, interest free allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of the Indemnitee and shall be accepted without regard reference to the Indemnitee’s financial ability to repay the expenses. Advances shall include such advanced Expenses and without any and all expenses actually and reasonably incurred by Indemnitee pursuing an action requirement to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)post security therefor.

Advancement of Expenses. To the extent not prohibited by lawSubject to Section 9(b), the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty thirty (2030) days days] after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to or covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To Indemnitee shall have the extent not prohibited right to advancement by lawthe Company, prior to the Company shall advance the expenses final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any proceeding, and Claim arising out of an Indemnifiable Event. Indemnitee’s right to such advancement shall be made is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within twenty (20) 30 days after the receipt any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of a statement Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or statements requesting (c) reimburse Indemnitee for such advances Expenses. In connection with any request for Expense Advances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. In connection with any request for Expense Advances, Indemnitee shall execute and deliver to the Company an undertaking (which shall include invoices received by Indemnitee in connection with such expenses butbe accepted without reference to Indemnitee’s ability to repay the Expense Advances), in the case of invoices in connection with legal servicesform attached hereto as Exhibit A, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement amount of expenses if and any Expense Advances to the extent that it is ultimately determined by a court determined, following the final disposition of competent jurisdiction in a final judgment, not subject to appealsuch Claim, that Indemnitee is not entitled to be indemnified by indemnification hereunder. Indemnitee’s obligation to reimburse the Company. Company for Expense Advances shall be unsecured, unsecured and no interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)charged thereon.

Advancement of Expenses. To Indemnitee shall have the extent not prohibited right to advancement by lawthe Company, prior to the Company shall advance the expenses final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any proceeding, and Claim arising out of an Indemnifiable Event. Indemnitee’s right to such advancement shall be made is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within twenty (20) 30 days after any request by Indemnitee, the receipt by Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. The Company’s obligation to pay Expense Advances is contingent upon Indemnitee’s execution and delivery to the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay any amounts paid, advanced, or reimbursed by the advancement of expenses if and Company for such Expenses to the extent that it is ultimately determined by a court determined, following the final disposition of competent jurisdiction in a final judgment, not subject to appealsuch Claim, that Indemnitee is not entitled to be indemnified by indemnification hereunder. Indemnitee’s obligation to reimburse the Company. Company for Expense Advances shall be unsecured, unsecured and no interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)charged thereon.

Advancement of Expenses. To Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this AgreementAgreement and (iii) entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment, or otherwise and this right of advancementreimbursement is withheld, including expenses incurred preparing and forwarding statements to conditioned, or delayed by the Company to support the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To Section 8.1. Notwithstanding any other provision of this Agreement and to the extent not prohibited fullest permitted by applicable law, the Company Corporation shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding to which Indemnitee was or is a party or is otherwise involved by reason of the fact that he is or was serving or acting in a Covered Capacity, and such advancement as soon as practicable but in any event not more than ten (10) days after receipt by the Corporation of a statement requesting the advances, whether the statement is submitted before or after final disposition of any Proceeding. Unless otherwise required by law, the Corporation shall not require that Indemnitee provide any form of security for repayment of or charge any interest on any amounts advanced pursuant to this Section 8.1. The advances shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references without regard to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking Indemnitee’s ability to repay the advancement Expenses and without regard to any belief or determination as to Indemnitee’s ultimate entitlement to be indemnified. Advances shall include any and all reasonable Expenses incurred in pursuing a Proceeding to enforce the right of expenses if advancement, including Expenses incurred in preparing statements to the Corporation to support the advances claimed. Indemnitee qualifies for advances, to the fullest extent permitted by applicable law, solely upon the execution and delivery to the Corporation of an undertaking providing that Indemnitee undertakes to repay the advance to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay Corporation under the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under provisions of this Agreement, the Articles of Incorporation or otherwise an agreement between the Corporation and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal thereinIndemnitee. This Section 6 shall section does not apply to any claim made by Indemnitee for which indemnity any indemnification payment that is excluded pursuant to Section 10(b)7.2 of this Agreement.

Advancement of Expenses. To The Company shall, if requested by Indemnitee, advance, to the fullest extent not prohibited permitted by law, the Company shall advance the expenses to Indemnitee (an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by Indemnitee in connection with any proceeding, and Claim arising out of an Indemnifiable Event (whether prior to or after its final disposition). Indemnitee’s right to such advancement shall be made is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within twenty five (205) business days after the receipt any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of a statement Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or statements requesting (c) reimburse Indemnitee for such advances (which shall include invoices received by Indemnitee in Expenses. In connection with such expenses butany request for Expense Advances, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking required to repay the advancement of expenses if and provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Execution and delivery to the Company of this Agreement by Indemnitee constitutes an undertaking by Indemnitee to repay any amounts paid, advanced or reimbursed by the Company pursuant to this Section 4 in respect of Expenses relating to, arising out of or resulting from any Claim in respect of which it is ultimately determined by a court shall be determined, pursuant to Section 9, following the final disposition of competent jurisdiction in a final judgment, not subject to appealsuch Claim, that Indemnitee is not entitled to be indemnified by the Companyindemnification hereunder. Advances No other form of undertaking shall be unsecured, required other than the execution of this Agreement. Each Expense Advance will be unsecured and interest free and will be made by the Company without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)Expense Advance.

Advancement of Expenses. To Indemnitee shall have the extent not prohibited right to advancement by lawthe Company, prior to the Company shall advance the expenses final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any proceeding, and Claim arising out of an Indemnifiable Event. Indemnitee’s right to such advancement shall be made is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within twenty thirty (2030) days after the receipt any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of a statement Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or statements requesting (c) reimburse Indemnitee for such advances (which shall include invoices received by Indemnitee in Expenses. In connection with such expenses butany request for Expense Advances, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking required to repay the advancement of expenses if and provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Execution and delivery to the Company of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Company pursuant to this Section 4 in respect of Expenses relating to, arising out of or resulting from any Claim in respect of which it is ultimately determined by a court shall be determined, pursuant to Section 9, following the final disposition of competent jurisdiction in a final judgment, not subject to appealsuch Claim, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be indemnified by required other than the Companyexecution of this Agreement. Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured, unsecured and no interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)charged thereon.

Advancement of Expenses. To Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty forty-five (2045) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to or covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made as incurred, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to of covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made as incurred, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses of covered loss under the provisions of any applicable insurance policy (including expenses incurred preparing and forwarding statements to , without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the Company to support the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) 20 days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to or covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To Except as otherwise provided in this Agreement, in the extent not prohibited event of any action, suit, investigation or proceeding against Indemnitee which may give rise to a right of indemnification from the Corporation pursuant to this Agreement, following written request to the Corporation by lawIndemnitee, the Company Corporation shall advance to Indemnitee (or, at the request of the Indemnitee, to such parties as are conducting the defense of any indemnified claim) amounts to cover expenses incurred by Indemnitee in connection with defending or otherwise responding to or participating in any proceedingsuch action, and such advancement shall be made within twenty suit, investigation or proceeding in advance of the final disposition thereof upon receipt of (20a) days after the receipt an Undertaking by the Company or on behalf of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, substantially in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking form annexed hereto as Exhibit A to repay the advancement of expenses if and to amount advanced in the extent that event it is shall ultimately be determined by a court of competent jurisdiction in a final judgment, not subject to appeal, from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the CompanyCorporation (the “Undertaking”), and (b) reasonably satisfactory evidence as to the amount of such expenses. Advances Indemnitee’s Undertaking together with a copy of an expense statement billed to Indemnitee or paid or to be paid by Indemnitee shall constitute satisfactory evidence as to the amount of expenses to be advanced by the Corporation. Following receipt of an Undertaking, the Corporation shall, within 30 calendar days after receiving expense statements, make payment of the expenses stated therein. No security shall be unsecured, interest free required in connection with any Undertaking and any Undertaking shall be accepted without regard reference to the Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)make repayment.

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses Any Expenses incurred by Indemnitee Indemnitee, or on behalf of an Indemnitee, in connection with any proceedingsuch Proceeding to which Indemnitee was or is a witness or a party or is threatened to be a party by reason of his Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith shall be paid by the Corporation in advance of the final disposition of such matter; provided, and however, that the payment of such advancement Expenses incurred by the Indemnitee in advance of the final disposition of such matter shall be made within twenty (20) days after only upon receipt of an undertaking by or on behalf of the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, to repay all amounts so advanced in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent event that it is shall ultimately be determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that the Indemnitee is not entitled to be indemnified by the Company. Advances Corporation as authorized in this Agreement; and further provided that no such advancement of Expenses shall be unsecuredmade if it is determined that (i) Indemnitee did not act in good faith and in a manner Indemnitee reasonably believes to be in, interest free and without regard or not opposed to, the best interests of the Corporation, or (ii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to repay make such repayment. If, pursuant to the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under terms of this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified with respect to such Proceeding, then such Expenses shall be paid within 60 days after the receipt by Indemnitee of the written request by the CompanyCorporation for the Indemnitee to make payments to the Corporation. The right Any such Expenses advanced to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)this Paragraph 8 shall be unsecured and interest free.

Advancement of Expenses. To If so requested by the extent not prohibited by lawExecutive, the Company shall advance to the expenses Executive, to the fullest extent permitted by applicable law, any and all Expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made the Executive (an “Expense Advance” or an “Advance”) within twenty (20) 10 business days after the receipt by the Company of a statement request from the Executive for an Advance, whether prior to or statements requesting such advances (which after final disposition of any Proceeding; provided that the Company shall include invoices not advance any expenses to the Executive unless and until it shall have received a request and undertaking substantially in the form attached hereto as Schedule A. Any request for an Expense Advance shall be accompanied by Indemnitee in connection with such expenses butan itemization, in reasonable detail, of the case Expenses for which advancement is sought. Advances shall be made without regard to the Executive’s ability to repay the Expenses. If the Executive has commenced an arbitral proceeding or legal proceeding in a court of invoices competent jurisdiction to secure a determination that the Executive should be indemnified under applicable law, as provided in connection with legal servicesSection 4, any references determination made by the Reviewing Party that the Executive would not be permitted to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by be indemnified under applicable law shall not be included with binding and the invoice) and upon request of Executive shall not be required to reimburse the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in Company for any Expense Advance until a final judgment, not subject arbitral or judicial determination is made with respect thereto (as to appeal, that Indemnitee is not entitled which all rights of appeal therefrom have been exhausted or have lapsed). The Executive’s obligation to be indemnified by reimburse the Company. Company for Expense Advances shall be unsecured, unsecured and no interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)charged thereon.

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the expenses all reasonable Expenses incurred by or on behalf of the Indemnitee in connection with any proceeding, and such advancement shall be made Proceeding within twenty (20) 20 days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances (which from time to time, whether prior to or after the final disposition of such Proceeding. Such statement or statements shall include invoices received reasonably evidence the Expenses incurred by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request on behalf of the Company, an undertaking Indemnitee. The Indemnitee hereby expressly undertakes to repay the advancement of expenses if such amounts advanced, if, but only if, and then only to the extent that that, it is shall ultimately be determined by a court of competent jurisdiction in a final judgmentfinal, not subject to appeal, non-appealable adjudication or arbitration decision that the Indemnitee is not entitled to be indemnified against such Expenses. The Indemnitee further undertakes to return any such advance which remains unspent at the final, non-appealable conclusion of the Proceeding to which the advance related. All amounts advanced to the Indemnitee by the Company. Advances Company pursuant to this Section 7 and repaid shall be unsecuredrepaid without interest. The Company shall make all advances pursuant to this Section 7 without regard to the financial ability of the Indemnitee to make repayment, interest free without bond or other security and without regard to Indemnitee’s ability the prospect of whether the Indemnitee may ultimately be found to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right be entitled to indemnification under the provisions of this Agreement, or otherwise and this right . Any required reimbursement of advancement, including expenses incurred preparing and forwarding statements Expenses by the Indemnitee shall be made by the Indemnitee to the Company within 20 days following the entry of the final, non-appealable adjudication or arbitration decision pursuant to support the advances claimed. Indemnitee acknowledges which it is determined that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)against such Expenses.

Advancement of Expenses. To the extent not prohibited by lawSubject to clause 10, all reasonable Expenses incurred by, and advances of disbursements required of, the Company shall advance the expenses incurred by Indemnitee in connection with any proceedingProceeding and in connection with the Indemnitee seeking an adjudication or award in arbitration pursuant to this Deed shall, at the request of the Indemnitee, be paid by the Company in advance of the final disposition of any such Proceeding, adjudication or arbitration as promptly as possible, and such advancement shall be made in any event within twenty (20) 20 days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances (which from time to time. Such statement or statements shall include invoices received by reasonably evidence the Expenses incurred by, or disbursements required of, the Indemnitee in connection with such expenses buttherewith. Notwithstanding any determination as to entitlement to indemnification made pursuant to clauses 5 or 7, the Indemnitee agrees that it will forthwith (and, in any event, not later than 20 days from the case date the Company provides a written demand therefor) repay any advance of invoices funds made by the Company pursuant to this clause 6 in connection with legal services, the event of any references to legal work performed allegation of fraud or to expenditures made that would cause dishonesty in the relevant Proceeding is proved against the Indemnitee to waive any privilege accorded by or if it is otherwise determined under applicable law shall not be included with that the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by indemnified. Subject to clause 10, the CompanyCompany shall have the burden of proof in any determination under this clause 6. Advances No amounts advanced hereunder shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred deemed an extension of credit by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)Indemnitee.

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company). Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expensesExpenses. Advances shall include any and all expenses actually and reasonably Expenses incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, Agreement or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance (without interest) if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s 's ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s 's right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section 6 shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses Expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expensesExpenses. Advances shall include any and all expenses Expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section 6 shall continue until final disposition of any proceedingProceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).

Advancement of Expenses. To All Expenses incurred by the extent not prohibited Indemnitee in defending any Proceeding described in Section 4 or 5 shall be paid by law, the Company in advance of the final disposition of such Proceeding at the request of the Indemnitee. The Indemnitee’s right to advancement shall advance not be subject to the expenses incurred by Indemnitee in connection with satisfaction of any proceeding, standard of conduct and such advancement advances shall be made within twenty (20) days after without regard to the receipt Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement or otherwise. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Company of a statement or statements requesting such advances Indemnitee (which shall include invoices received by Indemnitee in connection with such expenses but, in may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law law), and shall not include or be included with the invoice) and upon request accompanied by an undertaking, by or on behalf of the CompanyIndemnitee, an undertaking to repay the advancement all amounts so advanced if it shall ultimately be determined, by final judicial decision of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified for such Expenses by the CompanyCompany as provided by this Agreement or otherwise. Advances The Indemnitee agrees to repay all such amounts promptly following any such final judicial decision. The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be unsecured, interest free and without regard to made within 20 calendar days after the receipt by the Secretary of the Company of such written request. The Indemnitee’s ability entitlement to repay the expenses. Advances Expenses under this Agreement shall include those incurred in connection with any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreementaction, suit, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery Section 11 of this Agreement shall constitute an undertaking providing that Indemnitee shall, to (including the fullest extent required by law, repay the advance if and enforcement of this provision) to the extent the court or arbitrator shall determine that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that the Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition an advancement of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)Expenses hereunder.

Advancement of Expenses. To The Rosehill Companies shall, to the fullest extent not prohibited permitted by law, the Company shall advance the expenses pay on a current and as-incurred basis all Expenses incurred by Indemnitee in connection with any proceedingProceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status. Such Expenses shall be paid in advance of the final disposition of such Proceeding, without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses and without regard to whether an Adverse Determination (as hereinafter defined) has been or may be made. Upon submission of a request for advancement of Expenses pursuant to Section 9(c) of this Agreement, Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall be made within twenty continue until such time (20if any) days after the receipt by the Company of as there is a statement or statements requesting final non-appealable judicial determination that Indemnitee is not entitled to indemnification. Indemnitee shall repay such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses amounts advanced if and to the extent that it is shall ultimately be determined in a decision by a court of competent jurisdiction in a final judgment, not subject to appeal, from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the CompanyRosehill Companies for such Expenses. Advances Such repayment obligation shall be unsecuredunsecured and shall not bear interest. The Rosehill Companies shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment. Indemnitee shall, interest free and in all events, be entitled to advancement of Expenses, without regard to Indemnitee’s ability ultimate entitlement to repay indemnification, until the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right final determination of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)Proceeding.

Advancement of Expenses. To Indemnitee shall have the extent not prohibited right to advancement by lawthe Company, prior to the Company shall advance the expenses final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any proceeding, and Claim arising out of an Indemnifiable Event. Indemnitee’s right to such advancement shall be made is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within twenty sixty (2060) days after any request by Indemnitee, the receipt Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. In connection with any request for Expense Advances, Xxxxxxxxxx shall execute and deliver to the Company an undertaking (which shall be accepted without reference to Indemnitee’s ability to repay the Expense Advances) to repay any amounts paid, advanced, or reimbursed by the Company of a statement or statements requesting for such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and Expenses to the extent that it is ultimately determined by a court determined, following the final disposition of competent jurisdiction in a final judgment, not subject to appealsuch Claim, that Indemnitee is not entitled to be indemnified by indemnification hereunder. Indemnitee’s obligation to reimburse the Company. Company for Expense Advances shall be unsecured, unsecured and no interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)charged thereon.

Advancement of Expenses. To the extent not prohibited by law, the Company Companies shall advance the expenses Expenses or Liabilities incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company Companies of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses Expenses or Liabilities but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the CompanyCompanies, an undertaking to repay the advancement of expenses Expenses or Liabilities if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the CompanyCompanies. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses Expenses and/or Liabilities actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses Expenses and/or Liabilities incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 4 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b15(d)(ii).

Advancement of Expenses. To the extent not prohibited by law, the The Company shall advance the expenses all reasonable Expenses incurred by or on behalf of the Indemnitee in connection with any proceeding, and such advancement shall be made Proceeding within twenty (20) 30 days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances (which from time to time, whether prior to or after the final disposition of such Proceeding. Such statement or statements shall include invoices received reasonably evidence the Expenses incurred by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request on behalf of the Company, an undertaking Indemnitee. The Indemnitee hereby expressly undertakes to repay the advancement of expenses if such amounts advanced, if, but only if, and then only to the extent that that, it is shall ultimately be determined by a court of competent jurisdiction in a final judgmentfinal, not subject to appeal, non-appealable adjudication or arbitration decision that the Indemnitee is not entitled to be indemnified against such Expenses. The Indemnitee further undertakes to return any such advance which remains unspent at the final, non-appealable conclusion of the Proceeding to which the advance related. All amounts advanced to the Indemnitee by the Company. Advances Company pursuant to this Section 7 and repaid shall be unsecuredrepaid without interest. The Company shall make all advances pursuant to this Section 7 without regard to the financial ability of the Indemnitee to make repayment, interest free without bond or other security and without regard to Indemnitee’s ability the prospect of whether the Indemnitee may ultimately be found to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right be entitled to indemnification under the provisions of this Agreement, or otherwise and this right . Any required reimbursement of advancement, including expenses incurred preparing and forwarding statements Expenses by the Indemnitee shall be made by the Indemnitee to the Company within 30 days following the entry of the final, non-appealable adjudication or arbitration decision pursuant to support the advances claimed. Indemnitee acknowledges which it is determined that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)against such Expenses.

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses All Expenses incurred by the Indemnitee in connection with defending any proceeding, Proceeding described in Section 4 or 5 shall be paid by the Indemnitor in advance of the final disposition of such Proceeding at the request of the Indemnitee. The Indemnitee’s right to advancement shall not be subject to the satisfaction of any standard of conduct and such advancement advances shall be made within twenty (20) days after without regard to the receipt Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement or otherwise. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a written request to the Indemnitor. Such request shall reasonably evidence the Expenses incurred by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee. The Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking hereby undertakes to repay the advancement all amounts so advanced (without interest) if it shall ultimately be determined, by final judicial decision of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified for such Expenses as provided by this Agreement or otherwise. The Indemnitee’s undertaking to repay any such amounts is not required to be secured, and no other form of undertaking shall be required of the Indemnitee other than the execution of this Agreement. Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the CompanyIndemnitor of such written request. Advances shall be unsecured, interest free and without regard to The Indemnitee’s ability entitlement to repay the expenses. Advances Expenses under this Agreement shall include those incurred in connection with any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreementaction, suit, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements proceeding by the Indemnitee seeking an adjudication pursuant to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery Section 11 of this Agreement shall constitute an undertaking providing that Indemnitee shall, to (including the fullest extent required by law, repay the advance if and enforcement of this provision) to the extent the court shall determine that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that the Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition an advancement of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)Expenses hereunder.

Advancement of Expenses. To the fullest extent not prohibited permitted by law, the Company shall advance the expenses pay all Expenses incurred by Indemnitee in connection with any proceedingProceeding connected with, resulting from or relating to Indemnitee’s Corporate Status, other than a Proceeding initiated by Indemnitee for which the Company would not be obligated to indemnify Indemnitee pursuant to Section 3(e)(i), in advance of the final disposition (in accordance with Section 5(c)) of such Proceeding and without regard to whether Indemnitee will ultimately be entitled to be indemnified for such advancement Expenses and without regard to whether an Adverse Determination has been made, except as contemplated by the last sentence of Section 5(f). The right to advances under this Section 4 shall in all instances continue until final disposition of any Proceeding, including any appeal therein. Advances shall be made within twenty (20) days after without regard to Indemnitee’s ability to repay the receipt by Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery to the Company of a statement or statements requesting this Agreement, and Indemnitee shall repay such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses amounts advanced only if and to the extent that it is shall ultimately be determined in a decision by a court of competent jurisdiction in a final judgment, not subject to appeal, from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyfor such Expenses. The right to advances under advancement described in this Section 4 is vested. Any repayment obligation shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 be unsecured and shall not apply bear interest. The Company shall not impose on Indemnitee any additional conditions to any claim made by advancement or require from Indemnitee for which indemnity is excluded pursuant to Section 10(b)additional undertakings regarding repayment.

Advancement of Expenses. To the fullest extent not prohibited permitted by law, the Company shall advance the expenses Expenses (including legal fees and expenses) incurred by the Indemnitee in connection with appearing at, participating in or defending any proceedingclaim, and such advancement shall demand, action, suit or Proceeding shall, from time to time, be made within twenty (20) days after the receipt advanced by the Company of Partnership (prior to a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) final and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined non-appealable judgment entered by a court of competent jurisdiction determining that, in a final judgmentrespect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee is not subject entitled to appeal, be indemnified) upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified by the Companyas authorized in this Agreement. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability The Indemnitee hereby expressly undertakes to repay the expenses. Advances shall include any such amounts advanced, but only if, and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and then only to the extent that that, it is shall ultimately be determined by a court of competent jurisdiction in a final judgmentfinal, not subject to appeal, non-appealable adjudication or arbitration decision that the Indemnitee is not entitled to be indemnified against such Expenses. All amounts advanced to the Indemnitee by the CompanyPartnership pursuant to this Section 7 shall be without interest. The right General Partner and the Partnership shall make all advances pursuant to advances under this Section shall continue until final disposition 7 without regard to the prospect of any proceeding, including any appeal therein. This Section 6 shall not apply whether the Indemnitee may ultimately be found to any claim made by Indemnitee for which indemnity is excluded pursuant be entitled to Section 10(b)indemnification under the provisions of this Agreement and without regard to the Indemnitee’s financial ability to make repayment.

Advancement of Expenses. To All Expenses incurred by the extent not prohibited Indemnitee in defending any Proceeding described in Section 2(b) or Section 2(c) shall be paid by law, the Company in advance of the final disposition of such Proceeding at the request of the Indemnitee. The Indemnitee’s right to advancement shall advance not be subject to the expenses incurred by Indemnitee in connection with satisfaction of any proceeding, standard of conduct and such advancement advances shall be made within twenty (20) days after without regard to the receipt by Indemnitee’s ultimate entitlement to indemnification under the Company provisions of this Agreement or otherwise. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in written request to the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be accompanied by an undertaking, an undertaking by or on behalf of the Indemnitee, to repay the advancement all amounts so advanced if it shall ultimately be determined, by final judicial decision of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified for such Expenses by the CompanyCompany as provided by this Agreement or otherwise. Advances The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be unsecured, interest free and without regard to made within 20 calendar days after the receipt by the Secretary of the Company of such written request. The Indemnitee’s ability entitlement to repay the expenses. Advances Expenses under this Agreement shall include those incurred in connection with any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreementaction, suit, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements proceeding by the Indemnitee seeking an adjudication pursuant to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery Section 4 of this Agreement shall constitute an undertaking providing that Indemnitee shall, to (including the fullest extent required by law, repay the advance if and enforcement of this provision) to the extent the court shall determine that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that the Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition an advancement of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b)Expenses hereunder.

Advancement of Expenses. To Upon request and prior to the extent not prohibited by lawfinal disposition of an Indemnifiable Claim, the Company Corporation shall advance to an Indemnitee Director the expenses Expenses paid or incurred by such Indemnitee in connection with any proceedingDirector, and or that such Indemnitee Director determines are reasonably likely to be paid or incurred by him or her, that are related to, arising out of or resulting from an Indemnifiable Claim. An Indemnitee Director’s right to such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appealthe satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within five (5) business days after any request from an Indemnitee Director, the Corporation shall, in accordance with such request (but without duplication), (1) pay such Expenses on behalf of such Indemnitee Director, (2) advance to such Indemnitee Director funds in an amount sufficient to pay such Expenses or (3) reimburse such Indemnitee Director for such Expenses; provided, that such Indemnitee is not entitled Director shall repay, without interest, any amounts actually advanced to be indemnified by such Indemnitee Director that, at the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded the Indemnifiable Claim or the Standard of Conduct Determination pursuant to Section 10(b)E.2 of this Article Seventh, as applicable, to which the advance related, were in excess of (a) the indemnification to which such Indemnitee Director is entitled or (b) amounts paid or payable by such Indemnitee Director in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim.

Advancement of Expenses. To Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made as incurred, and such advancement shall be made within twenty thirty (2030) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses. Advances shall include any expenses and all expenses actually and reasonably incurred by Indemnitee pursuing an action without regard to enforce Indemnitee’s right ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To the extent not prohibited by lawSubject to Section 9(b), the Company shall advance the expenses Expenses incurred by Indemnitee in connection with any proceedingProceeding, and such advancement shall be made within twenty ten (2010) days after the receipt by the Company of a statement or statements requesting such advances (which shall include including any invoices received by Indemnitee in connection with Indemnitee, which such expenses but, in invoices may be redacted as necessary to avoid the case waiver of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoicelaw) and upon request from time to time, whether prior to or after final disposition of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companyany Proceeding. Advances shall be unsecured, unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right , (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, or otherwise and this right (iii) entitlement to and availability of insurance coverage, including advancement, including payment or reimbursement of defense costs, expenses incurred preparing and forwarding statements to or covered loss under the Company to support provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the advances claimedinsurer(s)). Indemnitee acknowledges that shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee shall, undertakes to the fullest extent required by law, law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this Section paragraph shall in all events continue until final disposition of any proceedingProceeding, including any appeal therein. This Nothing in this Section 6 8 shall not apply limit Indemnitee’s right to any claim made by Indemnitee for which indemnity is excluded advancement pursuant to Section 10(b)12(e) of this Agreement.

Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) 20 days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise otherwise, and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b11(b). The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s right to receive advancement of expenses under this Agreement.

Advancement of Expenses. To the extent not prohibited If so requested by lawIndemnitee, the Company shall advance to Indemnitee, to the expenses fullest extent permitted by applicable law, any and all Expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made (an “Expense Advance” or an “Advance”) within twenty (20) 10 calendar days after the receipt by the Company of a statement request from Indemnitee for an Advance, whether prior to or statements requesting such advances (which shall include invoices received by after final disposition of any Proceeding. Indemnitee in connection with such expenses butshall, in the case of invoices in connection with legal servicesand hereby undertakes to, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that Company any funds advanced to Indemnitee or paid on his or her behalf if it is shall ultimately be determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified indemnification. Indemnitee shall make any such repayment promptly following written notice of any such determination. Payment by the CompanyCompany of Indemnitee’s expenses in connection with any Proceeding in advance of the final disposition thereof shall not be deemed an admission by the Company that it shall ultimately be determined that Indemnitee is entitled to indemnification. Any request for an Expense Advance shall be accompanied by an itemization of the Expenses for which advancement is sought, and a reasonably detailed summary shall be provided if the Company so requests. Advances shall be unsecured, interest free and made without regard to Indemnitee’s ability to repay the expensesExpenses. Advances shall include any and all expenses actually and reasonably incurred by If Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by has commenced legal proceedings in a court of competent jurisdiction in the State of Nevada to secure a final judgment, not subject to appeal, determination that Indemnitee is should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not entitled be permitted to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 applicable law shall not apply be binding and Indemnitee shall not be required to reimburse the Company for any claim Expense Advance until a final judicial determination is made by Indemnitee with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for which indemnity is excluded pursuant to Section 10(b)Expense Advances shall be unsecured and no interest shall be charged thereon.

Advancement of Expenses. To The Companies shall, to the fullest extent not prohibited by permitted under applicable law, the Company shall advance the expenses pay on a current and as-incurred basis all Expenses incurred by Indemnitee in connection with any proceedingProceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status. The advancement of such Expenses shall be paid within 10 days after receipt by any Company of a properly submitted written request for advancement from Indemnitee pursuant to Section 9(c)(i), without regard to whether an Adverse Determination has been or may be made, except as contemplated by the last sentence of Section 9(f). Upon submission of a request for advancement of Expenses pursuant to Section 9(c), Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall be made within twenty continue until such time (20if any) days after the receipt by the Company of as there is a statement final non-appealable judicial determination that Indemnitee is not entitled to indemnification or statements requesting that Indemnitee engaged in Disabling Conduct. Indemnitee shall repay all such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses amounts advanced if and to the extent that it is shall ultimately be determined in a decision by a court of competent jurisdiction in a final judgment, not subject to appeal, from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the CompanyCompanies for such Expenses or that Indemnitee engaged in Disabling Conduct. Advances Such repayment obligation shall be unsecuredunsecured and shall not bear interest. The Companies shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under except as set forth in this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).