Common use of Advancement Clause in Contracts

Advancement. Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), 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 the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Advancement. Indemnitor Notwithstanding any provision of this Agreement to the contrary, the Company shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with (i) any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, or (other than pursuant to Section 7(c)(iiiii) any Proceeding (or any Proceeding part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor the Company of a statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice)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 the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor the Company to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor the Company of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all the amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that the Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this AgreementCompany. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses indemnity is excluded pursuant to Section 7 Sections 7(a) or (c) hereof.

Advancement. Indemnitor Notwithstanding any provision of this Agreement to the contrary, the Company shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with (i) any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, or (other than pursuant to Section 7(c)(iiiii) any Proceeding (or any Proceeding part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor the Company of a statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice)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 IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor the Company to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor the Company of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all the amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that the Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this AgreementCompany. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses indemnity is excluded pursuant to Section 7 Sections 7(a) or (c) hereof.

Advancement. Indemnitor shall advanceIn consideration of the covenants, warranties and representations contained herein, and in consideration of the City’s agreement to repay the moneys advanced hereunder and interest thereon, the Lender hereby agrees to advance to the maximum extent City moneys at the times set forth herein in an amount not prohibited by applicable lawto exceed $95,000,000. For each request for an Advance, the Expenses reasonably incurred City shall submit to the Lender, at least five Business Days prior to the requested date of disbursement, a complete written disbursement request (an “Advance Request”) substantially in the form set forth in Exhibit B hereto, together with the documents or other items required thereunder. The Finance Director, the Deputy Finance Director, the Treasurer or a Senior Treasury Analyst (each, an “Authorized Officer”) shall deliver each Advance Request by Indemnitee in connection with any Proceeding (regular mail or any part facsimile or electronic communication. The proceeds of any Proceeding) not initiated each Advance shall be used by Indemnitee (other than the City solely to pay or to reimburse itself for the payment of the Project costs or Closing Costs to be funded pursuant to Section 7(c)(iiithis Contract. The City shall use its best efforts to submit no more than one Advance Request per month to the Lender. The Lender shall make an Advance to the City in accordance with instructions to be provided to the Lender by the City in the Advance Request and send a written confirmation thereof (which may be delivered by electronic mail) or any Proceeding initiated by Indemnitee with to the prior approval City within four Business Days of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor it of a statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law an Advance Request. The Advances shall not be required exceed the Commitment Amount on a cumulative basis. The Lender is not obligated to be included with make any Advances to the invoice)City while an Event of Default continues. The City has the right to reduce the Commitment Amount in minimum increments of $1,000,000, whether or if less, by the Unused Commitment Amount, by delivery of 30 days’ prior written notice to or after final disposition of any Proceedingthe Lender. The Advances shall be unsecured evidenced by the Advance Schedule. The Lender shall endorse on the Advance Schedule the amount of each Advance made by the Lender to the City hereunder and interest freethe date on which such Advance is made; provided, however, that any failure by the Lender to make any such endorsement shall not affect the obligations of the City hereunder in respect of such Advance. The Lender shall also endorse on the Advance Schedule the date and amount of each prepayment of the Amount Advanced made by the City to the Lender hereunder. The City shall repay to the Lender the aggregate amount of the Advances on the third anniversary of Closing, subject to the right of prepayment, as hereinafter provided. Any amount prepaid shall be made without regard to Indemnitee’s ability to repay deducted from the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereofCommitment Amount.

Advancement. Indemnitor shall advance, To the fullest extent permitted by law and subject to the maximum extent not prohibited by applicable lawlimitations stated herein, the Expenses reasonably Company shall pay, or shall cause a member of the Group to pay, the expenses (including reasonable attorneys’ fees and expenses) incurred by each Indemnitee in connection with any Proceeding defending and investigating a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by such Indemnitee to repay such payment if there shall be a final adjudication that it is not entitled to indemnification as provided herein. If a claim for indemnification (following the final disposition of such action, suit or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iiiproceeding) or any Proceeding initiated by Indemnitee with the prior approval advancement of the Board as provided expenses under this Section 6.3 is not paid in Section 7(c)), and such advancement shall be made full within thirty (30) days after the receipt a written claim therefor by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices any Indemnitee has been received by the Company, such Indemnitee may file proceedings to recover the unpaid amount of such claim and, if successful in connection with whole or in part, shall be entitled to be paid the expense of prosecuting such Expenses butclaim. In any suit brought by any Indemnitee (or other Person entitled to indemnification hereunder) to enforce a right to indemnification hereunder, it shall be a defense that the Indemnitee or other Person claiming a right to indemnification hereunder has not met the applicable standard of conduct set forth in this Section 6.3. In any suit in the case name of invoices in connection with legal servicesthe Company to recover expenses advanced pursuant to the terms of an undertaking, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances Company shall be unsecured and interest free. Advances shall be made without regard entitled to Indemnitee’s ability to repay recover such expenses upon final adjudication that the Expenses and without regard to Indemnitee’s ultimate entitlement Indemnitee or other Person claiming a right to indemnification under hereunder has not met the applicable standard of conduct set forth in this Section 6.3. The Company shall not, and shall cause each member of the Group not to, impose any additional conditions, other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of those expressly set forth in this Agreement, which to indemnification or the advancement of expenses and shall hereby constitute not, and shall cause each member of the Group not to, seek or agree to any judicial or regulatory bar order that would prohibit any Indemnitee entitled to indemnification or the advancement of expenses hereunder from enforcing such Indemnitee’s rights to such indemnification or advancement of expenses. In any such suit brought to enforce a right to indemnification or to recover an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced advancement of expenses pursuant to the extent terms of an undertaking, the burden of proving that it is ultimately determined by final judicial decision from which there is no further the Indemnitee or other Person claiming a right to appeal that Indemnitee indemnification is not entitled to be indemnified by Indemnitor under the terms or to an advancement of this Agreement, and no other form of undertaking expenses hereunder shall be required other than on the execution Company (or any Person acting derivatively or otherwise on behalf of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereofthe Company.

Advancement. Indemnitor Following notification to the General Partner under Section 9(a) of a Proceeding with respect to which Indemnitee intends to seek payment under this Agreement, in accordance with the pre-existing requirements of the Company Organizational Documents, and notwithstanding any provision of this Agreement to the contrary (but subject to Section 7), the Companies shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty twenty (3020) days after the receipt by Indemnitor the General Partner of a statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice)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 the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor the General Partner to support the advances claimed, in addition to those Expenses incurred in connection with any Proceeding by Indemnitee seeking an adjudication or award in arbitration pursuant to Section 12(d) of this Agreement. With respect to any Proceeding with respect to which Indemnitee is entitled to advancement of Expenses, Indemnitee shall also be entitled to exercise the rights set forth in Section 9(b). Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor the Companies of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all the amounts advanced to the extent that it is ultimately determined determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal appeal, that Indemnitee is not entitled to be indemnified for such Expenses by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of Companies as provided by this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses indemnity is excluded pursuant to paragraph (c) or (d) of Section 7 hereof.

Advancement. Indemnitor Following notification to the Company under Section 9(a) of a Proceeding with respect to which Indemnitee intends to seek payment under this Agreement, in accordance with the pre-existing requirements of the Certificate of Incorporation and the Bylaws, and notwithstanding any provision of this Agreement to the contrary (but subject to Section 7), the Company shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty twenty (3020) days after the receipt by Indemnitor the Company of a statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice)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 the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor the Company to support the advances claimed, in addition to those Expenses incurred in connection with any Proceeding by Indemnitee seeking an adjudication or award in arbitration pursuant to Section 12(d) of this Agreement. With respect to any Proceeding with respect to which Indemnitee is entitled to advancement of Expenses, Indemnitee shall also be entitled to exercise the rights set forth in Section 9(b). Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor the Company of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all the amounts advanced to the extent that it is ultimately determined determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal appeal, that Indemnitee is not entitled to be indemnified for such Expenses by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of Company as provided by this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses indemnity is excluded pursuant to paragraph (c) or (d) of Section 7 hereof.

Advancement. Indemnitor Notwithstanding any provision of this Agreement to the contrary, the Company shall advanceadvance in full, to the maximum fullest extent not prohibited permitted by applicable law, the Expenses and Liabilities reasonably incurred by Indemnitee an Indemnified Party in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) 30 days after the receipt by Indemnitor the Company of a statement or statements from such Indemnified Party requesting such advances from time to time (which shall include invoices received together with supporting documents reasonably requested by Indemnitee in connection with the Company to substantiate such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice)amounts, whether prior to or after final disposition of any Proceeding; provided, however, that, in the event that a detailed counsel invoice or other documentation could contain information as to which a privilege may be claimed by the Indemnified Party, only a general counsel invoice and supporting documentation that is reasonably requested by the Company and which does not contain such privileged information need to be provided and, if so provided, shall be at Company’s sole cost and expense. Advances shall be unsecured and interest free. Advances All advances shall be made paid without regard to Indemniteesuch Indemnified Party’s ability to repay the Expenses and without regard to Indemniteesuch Indemnified Party’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreementotherwise. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor or any other documents requested by the Company to support the advances claimed. Indemnitee The Indemnified Parties shall qualify for advances upon the execution and delivery to Indemnitor the Company of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee each Indemnified Party undertakes to repay any and all the amounts advanced to him or her, to the extent that it is ultimately finally determined by final judicial decision from which there is no further right to appeal that Indemnitee such Indemnified Party is not entitled to be indemnified by Indemnitor under the terms of this AgreementCompany, and no other form of undertaking shall be required from an Indemnified Party other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 9 shall not apply to any claim made by Indemnitee an Indemnified Party for which indemnification of Expenses indemnity is excluded pursuant to Section 7 8 hereof.

Advancement. Indemnitor In accordance with the pre-existing requirements of the Certificate of Incorporation and the Bylaws, and notwithstanding any provision of this Agreement to the contrary (but subject to Section 7), the Company shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty twenty (3020) days after the receipt by Indemnitor the Company of a statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice)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 the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor the Company to support the advances claimed, in addition to those Expenses incurred in connection with any Proceeding by Indemnitee seeking an adjudication or award in arbitration pursuant to Section 12(d) of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor the Company of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all the amounts advanced to the extent that it is ultimately determined determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal appeal, that Indemnitee is not entitled to be indemnified for such Expenses by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of Company as provided by this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses indemnity is excluded pursuant to paragraph (b), (c), (d) or (e) of Section 7 hereof or pursuant to the final paragraph of Section 7 hereof.

Advancement. Indemnitor Notwithstanding any provision of this Agreement to the contrary, the Company shall advanceadvance in full, to the maximum fullest extent not prohibited permitted by applicable law, the Expenses and Liabilities reasonably incurred by Indemnitee an Indemnified Party in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) 30 days after the receipt by Indemnitor the Company of a statement or statements from such Indemnified Party requesting such advances from time to time (which shall include invoices received together with supporting documents reasonably requested by Indemnitee in connection with the Company to substantiate such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice)amounts, whether prior to or after final disposition of any Proceeding; provided, however, that, in the event that a detailed counsel invoice or other documentation that could contain information as to which a privilege may be claimed by the Indemnified Party, only a general counsel invoice and supporting documentation that is reasonably requested by the Company and which does not contain such privileged information need to be provided and, if so provided, shall be at the Company’s sole cost and expense. Advances shall be unsecured and interest free. Advances All advances shall be made paid without regard to Indemniteesuch Indemnified Party’s ability to repay the Expenses and without regard to Indemniteesuch Indemnified Party’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreementotherwise. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor or any other documents requested by the Company to support the advances claimed. Indemnitee The Indemnified Parties shall qualify for advances upon the execution and delivery to Indemnitor the Company of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee each Indemnified Party undertakes to repay any and all the amounts advanced to him or her, to the extent that it is ultimately finally determined by final judicial decision from which there is no further right to appeal that Indemnitee such Indemnified Party is not entitled to be indemnified by Indemnitor under the terms of this AgreementCompany, and no other form of undertaking shall be required from an Indemnified Party other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 9 shall not apply to any claim made by Indemnitee an Indemnified Party for which indemnification of Expenses indemnity is excluded pursuant to Section 7 8 hereof.

Advancement. Indemnitor In accordance with the pre-existing requirements of the Bylaws, and notwithstanding any provision of this Agreement to the contrary (but subject to Section 7), the Company shall advance, to the maximum extent not prohibited by applicable law, the Expenses and Liabilities reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor the Company of a statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice)time, whether prior to or after final disposition of any Proceeding. Advances The written notification to the Company shall be unsecured include a description of the nature of the Proceeding and interest freethe facts underlying the Proceeding. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor the Company to support the advances claimed, in addition to those Expenses incurred in connection with any Proceeding by Indemnitee seeking an adjudication or award in arbitration pursuant to Section 12(d) of this Agreement. With respect to any Proceeding with respect to which Indemnitee is entitled to advancement of Expenses, Indemnitee shall also be entitled to exercise the rights set forth in Section 9(b). Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor the Company of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all the amounts advanced to the extent that it is ultimately determined determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal appeal, that Indemnitee is not entitled to be indemnified for such Expenses by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of Company as provided by this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses indemnity is excluded pursuant to Section 7 Sections 7(a) or (c) hereof.

Advancement. Indemnitor Notwithstanding any provision of this Agreement to the contrary, the Company shall advance, to the maximum extent not prohibited by applicable law, the Expenses actually and reasonably paid or incurred by Indemnitee in connection with (i) any Proceeding (or any part of any Proceeding) arising out of an Indemnifiable Event not initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, or (other than pursuant to Section 7(c)(iiiii) any Proceeding (or any Proceeding part of any Proceeding) arising out of an Indemnifiable Event initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, with the prior approval of the Board as provided in Section 7(c)). Without limiting the generality or effect of the foregoing, and such advancement shall be made within thirty (30) days after the receipt by Indemnitor the Company of a statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice)time, whether prior to or after final disposition of any Proceeding, 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. Advances shall be unsecured and interest free. Advances shall be made without regard to IndemniteeXxxxxxxxxx’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor the Company to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor the Company of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts paid, advanced or reimbursed by the Company for such Expenses to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that the Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this AgreementCompany. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses indemnity is excluded pursuant to Section 7 Sections 7(a) or (c) hereof.

Advancement. Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty ten (3010) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), 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 the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification advancement of Expenses is excluded pursuant to Section 7 hereof.

Advancement. Indemnitor shall advance, To the fullest extent permitted by law and subject to the maximum extent not prohibited by applicable lawlimitations stated herein, the Expenses reasonably Firm shall pay, or shall cause a Member of the Group to pay, the expenses (including reasonable attorneys’ fees and expenses) incurred by each Indemnitee in connection with any Proceeding defending and investigating a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by such Indemnitee to repay such payment if there shall be a final adjudication that it is not entitled to indemnification as provided herein. If a claim for indemnification (following the final disposition of such action, suit or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iiiproceeding) or any Proceeding initiated by Indemnitee with the prior approval advancement of the Board as provided expenses under this Section 6.3 is not paid in Section 7(c)), and such advancement shall be made full within thirty (30) days after the receipt a written claim therefor by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices any Indemnitee has been received by the Firm, such Indemnitee may file proceedings to recover the unpaid amount of such claim and, if successful in connection with whole or in part, shall be entitled to be paid the expense of prosecuting such Expenses butclaim. In any suit brought by any Indemnitee (or other Person entitled to indemnification hereunder) to enforce a right to indemnification hereunder, it shall be a defense that the Indemnitee or other Person claiming a right to indemnification hereunder has not met the applicable standard of conduct set forth in this Section 6.3. In any suit in the case name of invoices in connection with legal servicesthe Firm to recover expenses advanced pursuant to the terms of an undertaking, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances Firm shall be unsecured and interest free. Advances shall be made without regard entitled to Indemnitee’s ability to repay recover such expenses upon final adjudication that the Expenses and without regard to Indemnitee’s ultimate entitlement Indemnitee or other Person claiming a right to indemnification under hereunder has not met the applicable standard of conduct set forth in this Section 6.3. The Firm shall not, and shall cause each Member of the Group not to, impose any additional conditions, other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of those expressly set forth in this Agreement, which to indemnification or the advancement of expenses and shall hereby constitute not, and shall cause each Member of the Group not to, seek or agree to any judicial or regulatory bar order that would prohibit any Indemnitee entitled to indemnification or the advancement of expenses hereunder from enforcing such Indemnitee’s rights to such indemnification or advancement of expenses. In any such suit brought to enforce a right to indemnification or to recover an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced advancement of expenses pursuant to the extent terms of an undertaking, the burden of proving that it is ultimately determined by final judicial decision from which there is no further the Indemnitee or other Person claiming a right to appeal that Indemnitee indemnification is not entitled to be indemnified by Indemnitor under the terms or to an advancement of this Agreement, and no other form of undertaking expenses hereunder shall be required other than on the execution Firm (or any Person acting derivatively or otherwise on behalf of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereofthe Firm.

Advancement. Indemnitor If requested by Indemnitee, the Company shall advance, advance prior to the maximum extent not prohibited by applicable law, final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with any (including in preparation for) a Proceeding (related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Bylaws or any part the DGCL, and no additional form of any Proceeding) not initiated undertaking with respect to such obligation to repay shall be required. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated within 30 days following delivery of a written request therefor by Indemnitee with to the prior approval of the Board as provided in Section 7(c)), and such advancement Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law unsecured and shall not be required subject to the accrual or payment of any interest thereon. Such advances are intended to be included with an obligation of the invoice), whether prior Company to or after Indemnitee hereunder and shall in no event be deemed to be a personal loan. The right to advances under this Section shall in all events continue until final disposition of any Proceeding, including any appeal therein. Advances shall be unsecured Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct and interest free. Advances shall be made without regard to Indemnitee’s ability to repay repay. In the event that Indemnitee’s request for the advancement of expenses shall be accompanied by an affidavit of counsel to Indemnitee to the effect that such counsel has reviewed such Expenses and without regard to Indemniteethat such Expenses are reasonable in such counsel’s ultimate entitlement to indemnification under view, then such expenses shall be deemed reasonable in the other provisions absence of this Agreement or otherwise than under this Agreement. Advances shall include any clear and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced convincing evidence to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereofcontrary.

Advancement. Indemnitor shall advance, Subject to the maximum extent not prohibited by applicable lawterms of this Agreement (including without limitation section 7(c)) and following notice pursuant to Section 7(a), the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company (unless there has been a final judicial decision from which there is no further right of appeal (a “final determination”) that establishes that Indemnitee is not entitled to indemnification for such Expenses, even if such determination does not specifically address indemnification but rather the standard of conduct set forth in Section 4 or any part a matter addressed by Section 9(c) or (d)) upon receipt of any Proceeding) not initiated satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company to Indemnitee hereunder and shall in no event be deemed to be a personal loan. The advances to be made hereunder shall be paid by the Company to Indemnitee within 60 days following delivery of a written request therefor by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee the Company along with such documentation and information as is reasonably available to the prior approval of claimant and is reasonably necessary to determine whether and to what extent the Board as provided in Section 7(c)), and such claimant is entitled to advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses butinclude, without limitation, detailed legal fee invoices, regarding which there shall be a joint defense privilege if the Company is also an actual or potential defendant in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoiceaction), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances free and shall be made without regard to Indemnitee’s ability to repay repay, Without limiting the generality or effect of the foregoing, within 60 days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses and without regard on behalf of Indemnitee, (b) advance to Indemnitee’s ultimate entitlement Indemnitee funds in an amount sufficient to indemnification under the other provisions of this Agreement pay such Expenses, or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d(c) of this Agreement. This Section 8 shall not apply to any claim made by reimburse Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereofsuch Expenses.

Advancement. Indemnitor shall advance, Subject to the maximum extent not exceptions in Section 9 below and except as prohibited by applicable law, the Expenses reasonably Company shall advance all expenses incurred by Indemnitee in connection with any Proceeding (the investigation, defense, settlement or any part appeal of any Proceeding) not initiated proceeding to which Indemnitee is a party or is threatened to be made a party or witness by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval reason of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after fact that Indemnitee is or was an agent of the receipt Company or by Indemnitor reason of a statement anything done or statements requesting such advances from time to time (which shall include invoices received not done 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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), 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 capacity as an agent of the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimedCompany. Indemnitee shall qualify for advances upon hereby undertakes and agrees to promptly repay to the execution Company such amounts as are so advanced by the Company to Indemnitee only if, and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that that, it is shall ultimately be determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor the Company under the terms provisions of this Agreement, and no other form the Certificate of undertaking Incorporation or Bylaws of the Company, the Law or otherwise with respect to the proceeding or proceedings for which such expenses were advanced. Subject to the foregoing, the advances to be made hereunder shall be required other than paid by the execution Company to Indemnitee within 30 days following delivery of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right a written request therefor by Indemnitee to advancement pursuant to Section 12(d) the Company which includes reasonable verification of this Agreement. This Section 8 shall not apply to any claim made the expenses incurred by Indemnitee for which indemnification an advance is sought. The Company shall discharge its advancement duty by, at its option, (a) paying such Expenses on behalf of Indemnitee, (b) advancing to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee for Expenses is excluded already paid by Indemnitee. In the event that the Company fails to pay Expenses as incurred by Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to Section 7 hereofthis paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.