Expenses incurred by an Indemnitee or an indemnified Member in defending any claim, demand, action, suit or proceeding subject to Section 12.1 or Section 12.2 shall, from time to time, be advanced by the LLC prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the LLC of an undertaking by or on behalf of a creditworthy Person to repay such amount if it shall be determined that such Person is not entitled to be indemnified as authorized in Section 12.1 or Section 12.2 .