Defense of Claim. The indemnifying Party shall defend or control the defense of Third Party Claims. The indemnifying Party shall be responsible for satisfying and discharging any award made to or settlement reached with the Third Party pursuant to the terms of this Agreement. The indemnifying Party shall retain counsel to represent the indemnified party and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, but without limiting the foregoing, the indemnified Party, at its sole expense, shall have the right to retain its own counsel. The indemnified Party shall cooperate in all reasonable respects in the defense of such Third Party Claim, as requested by, and at the reasonable expense of, the indemnifying Party. The indemnifying Party shall not, without the written consent of the indemnified Party (which consent shall not be unreasonably withheld, refused, conditioned or delayed), effect any settlement of any such Third Party Claim, unless such settlement includes a full and unconditional release of the indemnified Party from all liability on such Claims.

Advances of Expenses. Any Expenses incurred by or on behalf of Indemnitee pursuant to Paragraphs 3 or 4 in any Proceeding shall be paid by the Corporation in advance upon the written request of Indemnitee if Indemnitee shall undertake to # repay such amount to the extent that it is ultimately determined by clear and convincing evidence in a court that Indemnitee is not entitled to indemnification hereunder, and # reasonably cooperate with the Corporation concerning the action, suit or proceeding giving rise to the Expenses. Any advances to be made under this Paragraph 8 shall be paid by the Corporation to Indemnitee within twenty (20) days following delivery of a written request therefor by Indemnitee to the Corporation.

Advances of Expenses. Upon your written request and without regard to any determination made under [Section 5] of this agreement, expenses incurred by you in connection with any proceeding shall be promptly advanced to you by the Company prior to the final disposition of the proceeding subject to your written undertaking to repay any advances if it is ultimately determined that you are not entitled to indemnification in respect of such expenses.

NOTIFICATION AND DEFENSE OF CLAIM. Promptly after receipt by Director of notice of the commencement of any action, suit or proceeding, Director will, if a claim in respect thereof is to be made against Corporation under this Agreement, notify Corporation in writing of the commencement thereof; but the omission so to notify Corporation will not relieve it from any liability which it may have to Director otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Director notifies Corporation of the commencement thereof:

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: # the employment of counsel by Indemnitee has been authorized by the Company, # Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or # the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in # above.

The Company may pay to the Executive Director all Indemnifiable Expenses incurred by the Executive Director in connection with any Proceeding, including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding, if the Executive Director furnishes the Company with a written undertaking, to the satisfaction of the Company, to repay the amount of such Indemnifiable Expenses advanced to the Executive Director in the event it is finally determined by a court or arbitral body of competent jurisdiction that the Executive Director is not entitled under this Agreement to indemnification with respect to such Indemnifiable Expenses.

Advances. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance (other than Advances under [Sections 2.3]) set forth in this Agreement, to obtain an Advance, Co-Borrowers shall notify Bank (which notice shall be irrevocable) by electronic mail by ​ Pacific time on the Funding Date of the Advance. Such notice shall be made by Co-Borrowers through Bank’s online banking program, provided, however, if Co-Borrowers are not utilizing Bank’s online banking program, then such notice shall be in a written format acceptable to Bank that is executed by an Authorized Signer. Bank shall have received satisfactory evidence that the provision of such notices and the requests for Advances have been approved by the Board. In connection with any such notification, Co-Borrowers must promptly deliver to Bank by electronic mail or through Bank’s online banking program such reports and information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as Bank may request in its sole discretion. Bank shall credit proceeds of an Advance to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from an Authorized Signer or without instructions if the Advances are necessary to meet Obligations which have become due.

Advances. The Company shall make a request for an advance by notice ​ Holder given pursuant to [Section 7.2] hereof. The Holder will enter on its books and records, the date and amount of each advance, as well as the date and amount of each payment made by the Company. Such entries will be presumed to be correct when made.

Advances. Subject to [Section 2.3(b)], the outstanding principal amount under the Revolving Line shall accrue interest at a floating per annum rate equal to the Prime Rate plus three-quarters of one percent (0.75%), which interest shall be payable monthly in arrears in accordance with [Section 2.3(d)] below.

ADVANCES. At any time during the term of this Note, Borrower may, at its sole option, draw down amounts up to an aggregate of ​ under the terms set forth herein. The aggregate unpaid principal balance outstanding, if any, at any time during the term of this Note shall be referred to as the “Principal Amount.” Advances under this Note shall be made upon written request by Borrower to Lender in the form of a Draw Request attached as [Exhibit A] hereto. Draw Requests shall be sent to Lender at the address set forth above. All Draw Requests submitted by Borrower shall be funded within 10 days from the date Lender receives the Draw Request (each a “Draw Date”).

Advances. The ​ hereby promises to pay to the Administrative Agent for account of each ​ the entire outstanding principal amount of such ​’s Advances, and each Advance shall mature, on the earlier of the Commitment Termination Date applicable to such ​ and the Termination Date.

Advances. Following receipt of a Loan Notice for a Facility, the ​ shall promptly notify each Appropriate ​ of the amount of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the ​, the ​ shall notify each Appropriate ​ of the details of any automatic conversion to Base Rate Loans described in [Section 2.02(a)]. In the case of a Borrowing, each Appropriate ​ shall make the amount of its Loan available to the ​ in immediately available funds at the ​’s Office not later than ​ on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in [Section 4.02] (and, if such Borrowing is the initial Credit Extension, [Section 4.01]), the ​ shall make all funds so received available to the ​ in like funds as received by the ​ either by # crediting the account of the ​ on the books of SVB with the amount of such funds or # wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the ​ by the ​; provided, however, that if, on the date a Loan Notice with respect to a Revolving Borrowing is given by the ​, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the ​ as provided above.

Advances. An advance on unearned commissions (“PO Advance”) will be made to the Participant for any purchase orders entered into for the Participant’s assigned customer or for a customer in the Participant’s assigned territory during any quarter. The PO Advance for each quarter will be equal to the amount of purchase orders entered into in that quarter multiplied by the Participant’s commission rate set forth in the Compensation Plan. For purposes of this Plan, a purchase order will be considered entered into when the applicable customer signs and returns the purchase order to the Company. A purchase order will not be considered entered into if it is subject to any disclosed or undisclosed contingent liabilities, any other side or associated agreement, or is consummated outside of accepted Company policies, procedures and guidelines, as determined by the Company in its sole discretion (an “Incomplete PO”). Any PO Advance will be paid by the last day of the month following the end of the quarter in which the purchase orders are entered into unless the Participant’s employment with the Company has terminated for any reason (or the Participant has notified the Company of the Participant’s intention to resign) on or before that date. Deals that require prepayment as the payment terms, are not eligible for a PO advance.

Additional Advances for Operating Expenses. During any calendar quarter during which ​ has made an Additional Advance to pay for, or reimburse ​ for, Operating Expenses, ​ will deliver a schedule (together with supporting detail reasonably satisfactory to ​) reconciling # the aggregate amount of Additional Advances made to ​ for Operating Expenses pursuant to the Project Budget during such calendar quarter and # the actual Operating Expenses incurred during such calendar quarter, and to the extent ​ determines in its reasonable discretion that Operating Expenses actually incurred in such quarter were less than the amount of Additional Advances made to ​ for Operating Expenses pursuant to the Project Budget during such calendar quarter, then ​ may in its discretion either # decrease the amount to be disbursed for payment of Operating Expenses pursuant to the Project Budget for the following month (or, if necessary, months) in an amount necessary to reflect such difference or # require that ​, within ten (10) days following written request, deposit with ​ an amount equal to such difference. For the avoidance of doubt, ​ shall not make any Additional Advances for Taxes and Insurance Premiums pursuant to this [Section 2.20(i)] in duplication of any Additional Advance made pursuant to [Section 2.20(b)].

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

With respect to any Claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnitor shall have the right at its own expense to participate in or assume control of the defense of the Claim, and the Claimant shall cooperate fully with the Indemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnitor elects to assume control of the defense of any third-party Claim, the Claimant shall have the right to participate in the defense of the Claim at its own expense. If the Indemnitor does not elect to assume control or otherwise participate in the defense of any third party Claim, Claimant may, but shall have no obligation to, defend or settle such Claim or litigation in such manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the Claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such Claim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any Claim for which indemnity was paid.