Common use of Advance of Expenses Clause in Contracts

Advance of Expenses. The Corporation shall, at the request of the Indemnified Party, to the maximum extent permitted under the Act or otherwise by law on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: (i) reimburse the Indemnified Party for all Losses incurred by the Indemnified Party in relation to a Claim claimed by the Indemnified Party to be subject to indemnification hereunder; and (ii) pay reasonable and customary advance payments and costs and expenses to service providers of the Indemnified Party; in each case, prior to any settlement or resolution of such Claim to enable the Indemnified Party to properly investigate, defend or appeal such Claim. The Corporation shall pay such advances within ten (10) days after the receipt by the Corporation of a written request from the Indemnified Party requesting such payment or payments from time to time, whether prior to or after final disposition of a Claim. If it is ultimately determined in a final judgment of a court of competent jurisdiction or final arbitration award of an applicable arbitration proceeding that has become non-appealable that the Indemnified Party did not fulfill the conditions in Section 2.1(b) or that the Indemnified Party was not entitled to be fully so indemnified, such advance, or the appropriate portion thereof, upon written notice of such determination being given by the Corporation to the Indemnified Party detailing the basis for such determination, shall be repayable on demand without interest. The Indemnified Party shall not be required to provide collateral or otherwise secure the Indemnified Party’s agreement to repay described in the prior sentence. If and to the extent the Indemnified Party makes any such repayment to the Corporation, the obligation of the Corporation to indemnify the Indemnified Party will continue in accordance with the terms of this Agreement.

Advance of Expenses. The Subject to the Corporation receiving a written undertaking from the Indemnified Party that the Indemnified Party shall repay the amounts advanced to or on its behalf by the Corporation if it is ultimately determined that the payment of Expenses is prohibited by this Agreement or the Act, the Corporation shall, at the request of the Indemnified Party, arrange to the maximum extent permitted under the Act pay on behalf of or otherwise by law on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: reimburse (ibut without duplication) reimburse the Indemnified Party for all Losses any Expenses actually and reasonably incurred by the Indemnified Party in relation to a Claim claimed by investigating, defending, appealing, preparing for, providing evidence in, or instructing and receiving the Indemnified Party to be subject to indemnification hereunder; and (ii) pay reasonable and customary advance payments and costs and expenses to service providers advice of the Indemnified Party; ’s counsel or other professional advisors in each case, prior regard to any settlement Claim or resolution of such Claim to enable other matter for which the Indemnified Party may be entitled to properly investigatean indemnity or reimbursement hereunder, defend and such amounts shall be treated as a non-interest bearing advance or appeal such Claim. The Corporation shall pay such advances within ten (10) days after the receipt by the Corporation of a written request from loan to the Indemnified Party requesting such payment or payments from time to timeParty, whether prior to or after final disposition of a Claim. If it is ultimately determined in a final judgment pending approval of a court of competent jurisdiction or final arbitration award of (if required), to the payment thereof as an applicable arbitration proceeding that has become non-appealable indemnity and provided that the Indemnified Party did not fulfill is entitled to the conditions in Section 2.1(bindemnity provided for under this Article 2. In the event it is ultimately determined by a court of competent jurisdiction that (i) the Indemnified Party is prohibited from indemnity under Sections 2.1(a)(i), 2.1(a)(ii) or that 2.1(a)(iii) above, or (ii) the Indemnified Party was not entitled to be so fully so indemnifiedindemnified under this Article 2, such loan or advance, or the appropriate portion thereofthereof shall, upon written notice of such determination being given by the Corporation to the Indemnified Party detailing the basis for such determination, shall be repayable on demand without interest. The Indemnified Party shall not be required to provide collateral or otherwise secure the Indemnified Party’s agreement to repay described in the prior sentence. If and to the extent the Indemnified Party makes any such repayment to the Corporation, the obligation of the Corporation to indemnify the Indemnified Party will continue in accordance with the terms of this Agreementdemand.

Advance of Expenses. The Corporation shall, at the request Company shall advance all reasonable Expenses actually and reasonably incurred by or on behalf of the Indemnified Party, Indemnitee in connection with any Proceeding (other than a Proceeding brought to the maximum extent permitted enforce indemnification under the Act or otherwise by law on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: (i) reimburse the Indemnified Party for all Losses incurred by the Indemnified Party in relation to a Claim claimed by the Indemnified Party to be subject to indemnification hereunder; and this Agreement, (ii) pay reasonable and customary advance payments and costs and expenses to service providers applicable law, (iii) the Charter or Bylaws of the Indemnified Party; in each caseCompany, prior to (iv) any settlement agreement or (v) a resolution of such Claim (A) the stockholders entitled to enable vote generally in the Indemnified Party election of directors or (B) the Board of Directors) to properly investigatewhich Indemnitee, defend by reason of his Corporate Status, is, or appeal such Claim. The Corporation shall pay such advances is threatened to be, made a party or a witness, within ten (10) days after the receipt by the Corporation Company of a written request statement or statements from the Indemnified Party Indemnitee requesting such payment advance or payments 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 Indemnitee and shall include or be preceded or accompanied by a Claimwritten 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 by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to 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 which have not been successfully resolved as described in Section 7. If it For so long as the Company is ultimately determined subject to the Investment Company Act of 1940 (the "Investment Company Act"), any advancement of Expenses shall be subject to at least one of the following as a condition of the advancement: (a) Indemnitee shall provide a security for his or her undertaking, (b) the Company shall be insured against losses arising by reason of any lawful advances or (c) a majority of a quorum of the Disinterested Directors, or Independent Counsel, in a final judgment written opinion, shall determine, based on a review of readily available facts (as opposed to a court of competent jurisdiction or final arbitration award of an applicable arbitration proceeding full-trial-type inquiry), that has become non-appealable there is no reason to believe that the Indemnified Party did Indemnitee ultimately will be found to not fulfill the conditions in Section 2.1(b) or that the Indemnified Party was not be entitled to be fully so indemnifiedindemnification. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such advance, or the appropriate portion thereof, upon written notice of such determination being given by the Corporation to the Indemnified Party detailing the basis for such determination, Expenses shall be repayable allocated on demand without interesta reasonable and proportionate basis. The Indemnified Party undertaking required by this Section 8 shall not be required an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to provide collateral or otherwise secure the Indemnified Party’s agreement Indemnitee's financial ability to repay described in the prior sentence. If such advanced Expenses and without any requirement to the extent the Indemnified Party makes any such repayment to the Corporation, the obligation of the Corporation to indemnify the Indemnified Party will continue in accordance with the terms of this Agreementpost security therefor.

Advance of Expenses. The Subject to Section 2.1(b) of this Agreement, the Corporation shall, at the request of the Indemnified Party, advance to the maximum extent permitted under the Act Indemnified Party sufficient funds, or otherwise by law arrange to pay on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: (i) behalf of or reimburse the Indemnified Party within 60 days of receiving an invoice in respect thereof for all Losses any costs, charges or expenses, including legal or other fees, actually and reasonably incurred by the Indemnified Party in relation to a Claim claimed by investigating, defending, appealing, preparing for, providing evidence in or instructing and receiving the Indemnified Party to be subject to indemnification hereunder; and (ii) pay reasonable and customary advance payments and costs and expenses to service providers advice of the Indemnified Party; ’s counsel or other professional advisors in each case, prior regard to any settlement Claim or resolution of such Claim to enable other matter for which the Indemnified Party may be entitled to properly investigatean indemnity or reimbursement under this Agreement, defend and such amounts shall be treated as a non-interest bearing advance or appeal such Claim. The Corporation shall pay such advances within ten (10) days after the receipt by the Corporation of a written request from loan to the Indemnified Party requesting such payment or payments from time to time, whether prior to or after final disposition of a ClaimParty. If In the event it is ultimately determined by a Court in a final judgment of a court of competent jurisdiction or final arbitration award of an applicable arbitration proceeding that has become non-appealable judgment that the Indemnified Party did not fulfill fulfil the conditions set out in Section 2.1(bSections 2.1(a)(i) and 2.1(a)(ii) above; that the payment(s) is/are prohibited under the Act; or that the Indemnified Party was not entitled to be fully so indemnified, the Indemnified Party shall (and hereby agrees to) repay such loan or advance, or the appropriate portion thereof, upon written notice of such determination being given by the Corporation to the Indemnified Party detailing the basis for such determination, determination and such loan or advance shall be repayable on demand without interestbear interest from the date of such notice until repaid at the prime rate prescribed from time to time by the Corporation’s principal bankers. The Indemnified Party Corporation will have the burden of establishing that any expense it wishes to challenge is not reasonable. The Corporation shall not be required make any payments referred to provide collateral or otherwise secure in this Subsection 2.1(c) unless the Indemnified Party’s agreement to repay described in the prior sentence. If and to the extent Corporation first receives from the Indemnified Party makes any such repayment to a written undertaking that, if it is ultimately determined that the Corporationpayment of expenses is prohibited by the Act or this Agreement, the obligation of the Corporation to indemnify the Indemnified Party will continue in accordance with repay the terms of this Agreementamounts advanced or reimbursed.

Advance of Expenses. The 3.1 Subject to Section 2.3, the Corporation shall, at the request of the Indemnified Party, shall advance moneys to the maximum extent permitted under the Act or otherwise by law on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: (i) reimburse the Indemnified Party for all Losses incurred by Expenses of the Indemnified Party reasonably incurred in relation respect of any Proceedings referred to a Claim claimed by the Indemnified Party to in Section 2.1, as may be subject to indemnification hereunder; and (ii) pay reasonable and customary advance payments and costs and expenses to service providers of the Indemnified Party; in each case, prior to any settlement or resolution of such Claim appropriate to enable the Indemnified Party to properly investigate, defend defend, participate in or appeal such Claim. Proceedings. 3.2 The Corporation shall pay such advances within ten (10) days after seek Court approval to the receipt by the Corporation advance of a written request from moneys to the Indemnified Party requesting such payment or payments from time for Expenses reasonably incurred by the Indemnified Party in respect of Proceedings referred to time, whether prior to or after final disposition of a Claim. If in Section 2.2. 3.3 In the event that it is ultimately determined in a final judgment of a court of competent jurisdiction or final arbitration award of an applicable arbitration proceeding that has become non-appealable that the Indemnified Party did not fulfill the conditions in Section 2.1(b) or that the Indemnified Party was not entitled to be fully so indemnified, or was not entitled to be fully indemnified, for any Liabilities in any Proceedings in respect of which Advances have been made under Section 3.1 or 3.2, the Indemnified Party shall reimburse the Corporation for such advance, Advances or the appropriate portion thereof, upon written notice of such determination being given Advances. 3.4 An Advance shall be made by the Corporation upon receipt of : (a) a written request for Advance containing sufficient detail of the Proceedings and Expenses to enable the Corporation to determine whether and the extent to which the Indemnified Party is entitled to an Advance; (b) copies of all receipts, invoices and other supporting material reasonably required by the Corporation (including in the case of legal or other professional advisors, a detailed description of the services rendered) in respect of the Expenses; (c) a written acknowledgement of the Indemnified Party's obligation to reimburse the Corporation for the amount of all Advances if it is determined that the Indemnified Party was not entitled to be indemnified or fully indemnified for Expenses in respect of which Advances were made by the Corporation; and (d) a written affirmation that, based on facts known to the Indemnified Party detailing and in relation to the basis matter giving rise to the request for such determinationthe Advance, shall be repayable on demand without interest. The the Indemnified Party in good faith believes that the Indemnified Party: (i) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of Another Entity for which the Indemnified Party acted in an Authorized Capacity; and (ii) in the case of a criminal or administrative proceeding that is enforced by a monetary penalty, the Indemnified Party had no reasonable grounds for believing that his or her conduct was unlawful. (e) a determination that is made pursuant to Section 2.5 that the facts then known will not preclude indemnification under this Agreement. 3.5 The Corporation shall not make such Advance within 30 days of receipt of all such required material. 3.7 The Corporation shall only be required to provide collateral or otherwise secure the Indemnified Party’s agreement to repay described in the prior sentence. If and make an Advance to the extent that it is reasonable in the Indemnified Party makes circumstances and shall be entitled to contest in good faith the reasonableness of any such repayment to the Corporation, the obligation portion of the Corporation to indemnify the Indemnified Party will continue in accordance with the terms of this Agreementa request for an Advance.

Advance of Expenses. The Subject to Section 2.1(b) of this Agreement, the Corporation shall, at the request of the Indemnified Party, advance to the maximum extent permitted under the Act Indemnified Party sufficient funds, or otherwise by law arrange to pay on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: (i) behalf of or reimburse the Indemnified Party within 60 days of receiving an invoice in respect thereof for all Losses any costs, charges or expenses, including legal or other fees, actually and reasonably incurred by the Indemnified Party in relation to a Claim claimed by investigating, defending, appealing, preparing for, providing evidence in or instructing and receiving the Indemnified Party to be subject to indemnification hereunder; and (ii) pay reasonable and customary advance payments and costs and expenses to service providers advice of the Indemnified Party; ’s counsel or other professional advisors in each case, prior regard to any settlement Claim or resolution of such Claim to enable other matter for which the Indemnified Party may be entitled to properly investigatean indemnity or reimbursement under this Agreement, defend and such amounts shall be treated as a non-interest bearing advance or appeal such Claim. The Corporation shall pay such advances within ten (10) days after the receipt by the Corporation of a written request from loan to the Indemnified Party requesting such payment or payments from time to time, whether prior to or after final disposition of a ClaimParty. If In the event it is ultimately determined by a Court in a final judgment of a court of competent jurisdiction or final arbitration award of an applicable arbitration proceeding that has become non-appealable that judgment that: (i) the Indemnified Party did not fulfill fulfil the conditions set out in Section 2.1(bSections 2.1(a)(i) and 2.1(a)(ii) above; (ii) the payment(s) is/are prohibited under the Act; or that (iii) the Indemnified Party was not entitled to be fully so indemnified, the Indemnified Party shall (and hereby agrees to) repay such loan or advance, or the appropriate portion thereof, upon written notice of such determination being given by the Corporation to the Indemnified Party detailing the basis for such determination, determination and such loan or advance shall be repayable on demand without interestbear interest from the date of such notice until repaid at the prime rate prescribed from time to time by the Corporation’s principal bankers. The Indemnified Party Corporation will have the burden of establishing that any expense it wishes to challenge is not reasonable. The Corporation shall not be required make any payments referred to provide collateral or otherwise secure in this Subsection 2.1(c) unless the Indemnified Party’s agreement to repay described in the prior sentence. If and to the extent Corporation first receives from the Indemnified Party makes any such repayment to a written undertaking that, if it is ultimately determined that the Corporationpayment of expenses is prohibited by the Act or this Agreement, the obligation of the Corporation to indemnify the Indemnified Party will continue in accordance with repay the terms of this Agreementamounts advanced or reimbursed.

Advance of Expenses. The Corporation shall, at the request Company shall advance all reasonable Expenses actually and reasonably incurred by or on behalf of the Indemnified Party, Indemnitee in connection with any Proceeding (other than a Proceeding brought to the maximum extent permitted enforce indemnification under the Act or otherwise by law on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: (i) reimburse the Indemnified Party for all Losses incurred by the Indemnified Party in relation to a Claim claimed by the Indemnified Party to be subject to indemnification hereunder; and this Agreement, (ii) pay reasonable and customary advance payments and costs and expenses to service providers applicable law, (iii) the Charter or Bylaws of the Indemnified Party; in each caseCompany, prior to (iv) any settlement agreement or (v) (v) a resolution of such Claim (A) the stockholders entitled to enable vote generally in the Indemnified Party election of directors or (B) the Board of Directors) to properly investigatewhich Indemnitee, defend by reason of his Corporate Status, is, or appeal such Claim. The Corporation shall pay such advances is threatened to be, made a party or a witness, within ten (10) days after the receipt by the Corporation Company of a written request statement or statements from the Indemnified Party Indemnitee requesting such payment advance or payments 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 Indemnitee and shall include or be preceded or accompanied by a Claimwritten 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 by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to 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 which have not been successfully resolved as described in Section 7. If it For so long as the Company is ultimately determined subject to the Investment Company Act, any advancement of Expenses shall be subject to at least one of the following as a condition of the advancement: (a) Indemnitee shall provide a security for his or her undertaking, (b) the Company shall be insured against losses arising by reason of any lawful advances or (c) a majority of a quorum of the Disinterested Directors, or Independent Counsel, in a final judgment written opinion, shall determine, based on a review of readily available facts (as opposed to a court of competent jurisdiction or final arbitration award of an applicable arbitration proceeding full-trial-type inquiry), that has become non-appealable there is no reason to believe that the Indemnified Party did Indemnitee ultimately will be found to not fulfill the conditions in Section 2.1(b) or that the Indemnified Party was not be entitled to be fully so indemnifiedindemnification. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such advance, or the appropriate portion thereof, upon written notice of such determination being given by the Corporation to the Indemnified Party detailing the basis for such determination, Expenses shall be repayable allocated on demand without interesta reasonable and proportionate basis. The Indemnified Party undertaking required by this Section 8 shall not be required an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to provide collateral or otherwise secure the Indemnified PartyIndemnitee’s agreement financial ability to repay described in the prior sentence. If such advanced Expenses and without any requirement to the extent the Indemnified Party makes any such repayment to the Corporation, the obligation of the Corporation to indemnify the Indemnified Party will continue in accordance with the terms of this Agreementpost security therefor.

Advance of Expenses. The Subject to Section 2.1(b) of this Agreement, the Corporation shall, at the request of the Indemnified Party, advance to the maximum extent permitted under the Act Indemnified Party sufficient funds, or otherwise by law arrange to pay on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: (i) behalf of or reimburse the Indemnified Party within 60 days of receiving an invoice in respect thereof for all Losses any costs, charges or expenses, including legal or other fees, actually and reasonably incurred by the Indemnified Party in relation to a Claim claimed by investigating, defending, appealing, preparing for, providing evidence in or instructing and receiving the Indemnified Party to be subject to indemnification hereunder; and (ii) pay reasonable and customary advance payments and costs and expenses to service providers advice of the Indemnified Party; ’s counsel or other professional advisors in each case, prior regard to any settlement Claim or resolution of such Claim to enable other matter for which the Indemnified Party may be entitled to properly investigatean indemnity or reimbursement under this Agreement, defend and such amounts shall be treated as a non-interest bearing advance or appeal such Claim. The Corporation shall pay such advances within ten (10) days after the receipt by the Corporation of a written request from loan to the Indemnified Party requesting such payment or payments from time to time, whether prior to or after final disposition of a ClaimParty. If In the event it is ultimately determined by a Court in a final judgment of a court of competent jurisdiction or final arbitration award of an applicable arbitration proceeding that has become non-appealable judgment that the Indemnified Party did not fulfill fulfil the conditions set out in Section 2.1(bSections 2.1(a)(i) and 2.1(a)(ii) above; that the payment(s) is/are prohibited under the Act; or that the Indemnified Party was not entitled to be fully so indemnified, the Indemnified Party shall (and hereby agrees to) repay such loan or advance, or the appropriate portion thereof, upon written notice of such determination being given by the Corporation to the Indemnified Party detailing the basis for such determination, determination and such loan or advance shall be repayable on demand without interestbear interest from the date of such notice until repaid at the prime rate prescribed from time to time by the Corporation’s principal bankers. The Indemnified Party Corporation will have the burden of establishing that any expense it wishes to challenge is not reasonable. The ​ Corporation shall not be required make any payments referred to provide collateral or otherwise secure in this Subsection 2.1(c) unless the Indemnified Party’s agreement to repay described in the prior sentence. If and to the extent Corporation first receives from the Indemnified Party makes any such repayment to a written undertaking that, if it is ultimately determined that the Corporationpayment of expenses is prohibited by the Act or this Agreement, the obligation of the Corporation to indemnify the Indemnified Party will continue in accordance with repay the terms of this Agreementamounts advanced or reimbursed.

Advance of Expenses. The Corporation shall, at the request of the Indemnified Party, to the maximum extent permitted under the Act or otherwise by law on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: promptly (ia) reimburse the Indemnified Party for all Losses incurred by the Indemnified Party in relation to a Claim claimed by the Indemnified Party to be subject to indemnification hereunder; and , (iib) pay reasonable and customary advance payments and costs and expenses to legal and service providers of the Indemnified Party; in each case, prior to any settlement or resolution of such Claim Party to enable the Indemnified Party to properly investigate, defend or appeal such Claim. The Corporation shall pay such advances within ten (10) days after Claim where the receipt cost of the services being so provided is claimed by the Corporation of a written request from the Indemnified Party requesting such payment or payments from time to timebe subject to indemnification hereunder, whether prior to or after final disposition of such Claim, and (c) to the fullest extent permitted by law, to pay and/or advance on behalf of the Indemnified Party all reasonable fees and costs in connection with any proceedings brought by the Indemnified Party to establish or enforce a Claimright to indemnification under this Agreement or any law, or under any liability policy. If In the event it is ultimately determined in a final judgment of by a court of competent jurisdiction or final arbitration award of an applicable arbitration proceeding that has become non-appealable that the Indemnified Party did not fulfill fulfil the conditions set out in Section 2.1(b) above, or that the Indemnified Party was not entitled to be fully so indemnified, such advance, or the appropriate portion thereofthereof shall, upon written notice of such determination being given by the Corporation to the Indemnified Party detailing the basis for such determination, shall be repayable on demand without interest. The Indemnified Party and shall not be required bear interest from the date of such notice at the prime rate prescribed from time to provide collateral or otherwise secure time by the Indemnified Party’s agreement to repay described in the prior sentenceRoyal Bank of Canada. If and to the extent the Indemnified Party makes any such repayment to the Corporation, the obligation of the Corporation to indemnify the Indemnified Party will continue in accordance with the terms of this Agreement. All payments or advances due from the Corporation to the Indemnified Party shall be paid or advanced, as the case may be, within thirty (30) days after the receipt by the Corporation of a written request from the Indemnified Party requesting such advance or payment, as the case may be.

Advance of Expenses. 3.1 The Corporation shall, at the request of the Indemnified Party, shall advance moneys to the maximum extent permitted under the Act or otherwise by law on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: (i) reimburse the Indemnified Party for all Losses incurred by Expenses of the Indemnified Party reasonably incurred in relation respect of any Proceedings referred to a Claim claimed by the Indemnified Party to in Section 2.1, as may be subject to indemnification hereunder; and (ii) pay reasonable and customary advance payments and costs and expenses to service providers of the Indemnified Party; in each case, prior to any settlement or resolution of such Claim appropriate to enable the Indemnified Party to properly investigate, defend defend, participate in or appeal such Claim. The Corporation shall pay such advances within ten (10) days after Proceedings. 3.2 In the receipt by the Corporation of a written request from the Indemnified Party requesting such payment or payments from time to time, whether prior to or after final disposition of a Claim. If event that it is ultimately determined in a final judgment of a court of competent jurisdiction or final arbitration award of an applicable arbitration proceeding that has become non-appealable that the Indemnified Party did not fulfill the conditions in Section 2.1(b) or that the Indemnified Party was not entitled to be fully so indemnified, or was not entitled to be fully indemnified, for any Liabilities in any Proceedings in respect of which Advances have been made under Section 3.1 the Indemnified Party shall reimburse the Corporation for such advance, Advances or the appropriate portion thereof, upon written notice of such determination being given Advances. 3.3 An Advance shall be made by the Corporation upon receipt of: (a) a written request for an Advance containing sufficient detail of the Proceedings and Expenses to enable the Corporation to determine whether and the extent to which the Indemnified Party is entitled to an Advance; (b) copies of all receipts, invoices and other supporting material reasonably required by the Corporation (including in the case of legal or other professional advisors, a detailed description of the services rendered) in respect of the Expenses; (c) a written acknowledgement of the Indemnified Party's obligation to reimburse the Corporation for the amount of all Advances if it is determined that the Indemnified Party was not entitled to be indemnified or fully indemnified for Expenses in respect of which Advances were made by the Corporation; and (d) a written affirmation that, based on facts known to the Indemnified Party detailing and in relation to the basis matter giving rise to the request for such determinationthe Advance, shall be repayable on demand without interest. The the Indemnified Party in good faith believes that the Indemnified Party: (i) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of Another Entity for which the Indemnified Party acted in an Authorized Capacity; and (ii) in the case of a criminal or administrative proceeding that is enforced by a monetary penalty, the Indemnified Party had reasonable grounds for believing that his or her conduct was lawful. 3.4 The Corporation shall not make such Advance within 30 days of receipt of all such required material. 3.5 The Corporation may at its sole discretion provide Advances for future Expenses. 3.6 The Corporation shall only be required to provide collateral or otherwise secure the Indemnified Party’s agreement to repay described in the prior sentence. If and make an Advance to the extent that it is reasonable in the Indemnified Party makes circumstances and shall be entitled to contest in good faith the reasonableness of any such repayment to the Corporation, the obligation portion of the Corporation to indemnify the Indemnified Party will continue in accordance with the terms of this Agreementa request for an Advance.

Advance of Expenses. The Corporation shall, at the request of the Indemnified Party, to the maximum extent permitted under the Act or otherwise by law on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: promptly (ia) reimburse the Indemnified Party for all Losses incurred by the Indemnified Party in relation to a Claim claimed by the Indemnified Party to be subject to indemnification hereunder; , and (iib) pay reasonable and customary advance payments and costs and expenses to service providers of the Indemnified Party; in each case, Party prior to any settlement or resolution of such Claim to enable the Indemnified Party to properly investigate, defend or appeal such Claim. The Corporation shall pay such advances within ten (10) days after Claim where the receipt cost of the services being so provided is claimed by the Corporation of a written request from the Indemnified Party requesting such payment or payments from time to time, whether prior be subject to or after final disposition of a Claimindemnification hereunder. If In the event it is ultimately determined in a final judgment of by a court of competent jurisdiction or final arbitration award of an applicable arbitration proceeding that has become non-appealable that the Indemnified Party did not fulfill fulfil the conditions set out in Section 2.1(b) above, or that the Indemnified Party was not entitled to be fully so indemnified, such advance, or the appropriate portion thereofthereof shall, upon written notice of such determination being given by the Corporation to the Indemnified Party detailing the basis for such determination, shall be repayable on demand without interest. The Indemnified Party and shall not be required bear interest from the date of such notice at the prime rate prescribed from time to provide collateral or otherwise secure time by the Indemnified Party’s agreement to repay described in the prior sentenceRoyal Bank of Canada. If and to the extent the Indemnified Party makes any such repayment to the Corporation, the obligation of the Corporation to indemnify the Indemnified Party will continue in accordance with the terms of this Agreement.

Advance of Expenses. The 3.1 Subject to Section 2.3, the Corporation shall, at the request of the Indemnified Party, shall advance moneys to the maximum extent permitted under the Act or otherwise by law on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: (i) reimburse the Indemnified Party for all Losses incurred by Expenses of the Indemnified Party reasonably incurred in relation respect of any Proceedings referred to a Claim claimed by the Indemnified Party to in Section 2.1, as may be subject to indemnification hereunder; and (ii) pay reasonable and customary advance payments and costs and expenses to service providers of the Indemnified Party; in each case, prior to any settlement or resolution of such Claim appropriate to enable the Indemnified Party to properly investigate, defend defend, participate in or appeal such Claim. Proceedings. 3.2 The Corporation shall pay such advances within ten (10) days after seek Court approval to the receipt by the Corporation advance of a written request from moneys to the Indemnified Party requesting such payment or payments from time for Expenses reasonably incurred by the Indemnified Party in respect of Proceedings referred to time, whether prior to or after final disposition of a Claim. If in Section 2.2. 3.3 In the event that it is ultimately determined in a final judgment of a court of competent jurisdiction or final arbitration award of an applicable arbitration proceeding that has become non-appealable that the Indemnified Party did not fulfill the conditions in Section 2.1(b) or that the Indemnified Party was not entitled to be fully so indemnified, or was not entitled to be fully indemnified, for any Liabilities in any Proceedings in respect of which Advances have been made under Section 3.1 or 3.2, the Indemnified Party shall reimburse the Corporation for such advance, Advances or the appropriate portion thereof, upon written notice of such determination being given Advances. 3.4 An Advance shall be made by the Corporation upon receipt of : (a) a written request for Advance containing sufficient detail of the Proceedings and Expenses to enable the Corporation to determine whether and the extent to which the Indemnified Party is entitled to an Advance; (b) copies of all receipts, invoices and other supporting material reasonably required by the Corporation (including in the case of legal or other professional advisors, a detailed description of the services rendered) in respect of the Expenses; (c) a written acknowledgement of the Indemnified Party’s obligation to reimburse the Corporation for the amount of all Advances if it is determined that the Indemnified Party was not entitled to be indemnified or fully indemnified for Expenses in respect of which Advances were made by the Corporation; and (d) a written affirmation that, based on facts known to the Indemnified Party detailing and in relation to the basis matter giving rise to the request for such determinationthe Advance, shall be repayable on demand without interest. The the Indemnified Party in good faith believes that the Indemnified Party: (i) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of Another Entity for which the Indemnified Party acted in an Authorized Capacity; and (ii) in the case of a criminal or administrative proceeding that is enforced by a monetary penalty, the Indemnified Party had no reasonable grounds for believing that his or her conduct was unlawful. (e) a determination that is made pursuant to Section 2.5 that the facts then known will not preclude indemnification under this Agreement. 3.5 The Corporation shall not make such Advance within 30 days of receipt of all such required material. 3.6 The Corporation may at its sole discretion provide Advances for future Expenses. 3.7 The Corporation shall only be required to provide collateral or otherwise secure the Indemnified Party’s agreement to repay described in the prior sentence. If and make an Advance to the extent that it is reasonable in the Indemnified Party makes circumstances and shall be entitled to contest in good faith the reasonableness of any such repayment to the Corporation, the obligation portion of the Corporation to indemnify the Indemnified Party will continue in accordance with the terms of this Agreementa request for an Advance.

Advance of Expenses. The Corporation shall, at the request of the Indemnified Party, to the maximum extent permitted under the Act or otherwise by law on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: : (i) reimburse the Indemnified Party for all Losses incurred by the Indemnified Party in relation to a Claim claimed by the Indemnified Party to be subject to indemnification hereunder; and (ii) pay reasonable and customary advance payments and costs and expenses to service providers of the Indemnified Party; in each case, prior to any settlement or resolution of such Claim to enable the Indemnified Party to properly investigate, defend or appeal such Claim. The Corporation shall pay such advances within ten (10) days after the receipt by the Corporation of a written request from the Indemnified Party requesting such payment or payments from time to time, whether prior to or after final disposition of a Claim. If it is ultimately determined in a final judgment of a court of competent jurisdiction or final arbitration award of an applicable arbitration proceeding that has become non-appealable that the Indemnified Party did not fulfill the conditions in Section 2.1(b) or that the Indemnified Party was not entitled to be fully so indemnified, such advance, or the appropriate portion thereof, upon written notice of such determination being given by the Corporation to the Indemnified Party detailing the basis for such determination, shall be repayable on demand without interest. The Indemnified Party shall not be required to provide collateral or otherwise secure the Indemnified Party’s agreement to repay described in the prior sentence. If and to the extent the Indemnified Party makes any such repayment to the Corporation, the obligation of the Corporation to indemnify the Indemnified Party will continue in accordance with the terms of this Agreement.

Advance of Expenses. The Corporation shall, at the request of the Indemnified Party, to the maximum extent permitted under the Act or otherwise by law on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: promptly (ia) reimburse the Indemnified Party for all Losses incurred by the bythe Indemnified Party in relation to a Claim claimed by the Indemnified Party to be subject to indemnification hereunder; , and (iib) pay reasonable and customary advance payments and costs and expenses to service providers of the Indemnified Party; in each case, Party prior to any settlement or resolution of such Claim to enable the Indemnified Party to properly investigate, defend or appeal such Claim. The Corporation shall pay such advances within ten (10) days after Claim where the receipt cost of the services being so provided is claimed by the Corporation of a written request from the Indemnified Party requesting such payment or payments from time to time, whether prior be subject to or after final disposition of a Claimindemnification hereunder. If In the event it is ultimately determined in a final judgment of by a court of competent jurisdiction or final arbitration award of an applicable arbitration proceeding that has become non-appealable that the Indemnified Party did not fulfill fulfil the conditions set out in Section 2.1(b) above, or that the Indemnified Party was not entitled to be fully so indemnified, such advance, or the appropriate portion thereofthereof shall, upon written notice of such determination being given by the Corporation to the Indemnified Party detailing the basis for such determination, shall be repayable on demand without interest. The Indemnified Party and shall not be required bear interest from the date of such notice at the prime rate prescribed from time to provide collateral or otherwise secure time by the Indemnified Party’s agreement to repay described in the prior sentenceRoyal Bank of Canada. If and to the extent the Indemnified Party makes any such repayment to the Corporation, the obligation of the Corporation to indemnify the Indemnified Party will continue in accordance with the terms of this Agreement.

Advance of Expenses. The Subject to terms and conditions for the advancement of monies for Expenses in relation to derivative claims set forth in Section 2.1(b) of this Agreement, the Corporation shall, at the written request of the Indemnified PartyParty and provided that the Indemnified Party fulfils the conditions set out in Sections 2.1(a)(i) and 2.1(a)(ii) above, advance to the maximum extent permitted under the Act Indemnified Party sufficient funds, or otherwise by law arrange to pay on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: (i) behalf of or reimburse the Indemnified Party for all Losses any Expenses incurred by the Indemnified Party in relation investigating, defending, appealing, preparing for, providing evidence in or instructing and receiving the advice of the Indemnified Party’s counsel or other professional advisors in regard to a any Claim claimed or other matter for which the Indemnified Party may be entitled to an indemnity or reimbursement under this Agreement upon receipt of an undertaking by or on behalf of the Indemnified Party to repay such amount if it shall ultimately be subject to indemnification hereunder; and (ii) pay reasonable and customary advance payments and costs and expenses to service providers of the Indemnified Party; in each case, prior to any settlement or resolution of such Claim to enable determined that the Indemnified Party is not entitled to properly investigate, defend or appeal such Claimbe indemnified by the Corporation under this Agreement. The Corporation Any advancement for Expenses shall pay such advances be made within ten (10) days Business Days after the receipt by the Corporation of a written request from the Indemnified Party requesting such payment advancement and accompanied by or payments from time to time, whether prior to preceded by the undertaking. Each statement requesting advancement shall reasonably evidence the Expenses incurred by or after final disposition on behalf of a Claimthe Indemnified Party in connection with such Claim for which advancement is being sought. If In the event it is ultimately determined in a final judgment of by a court of competent jurisdiction or final arbitration award of an applicable arbitration proceeding that has become non-appealable that the Indemnified Party did not fulfill fulfil the conditions set out in Section 2.1(bSections 2.1(a)(i) and 2.1(a)(ii) above, or that the Indemnified Party was not entitled to be fully so indemnifiedindemnified under this Agreement, such loan or advance, or the appropriate portion thereofthereof shall, upon written notice of such determination being given by the Corporation to the Indemnified Party detailing the basis for such determination, shall be repayable on demand without interestdemand. The Any advances and undertakings to repay pursuant to this Section 2.1(e) shall not be secured, shall not bear interest and shall provide that, if the Indemnified Party has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnified Party should be indemnified under applicable law with respect to such Claim, the Indemnified Party shall not be required to provide collateral or otherwise secure the Indemnified Party’s agreement to repay described in the prior sentence. If and to the extent the Indemnified Party makes any such repayment to the Corporation, the obligation of reimburse the Corporation for any advancement of Expenses in respect of such Claim until a final judicial determination is made with respect thereto (as to indemnify the Indemnified Party will continue in accordance with the terms which all rights of this Agreementappeal therefrom have been exhausted or lapsed).

Advance of Expenses. The Subject to Sections 2.1(a) and 2.1(c), the Corporation shall, at the request of the Indemnified Party, advance to the maximum extent permitted under the Act Indemnified Party sufficient funds, or otherwise by law arrange to pay on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, promptly: (i) behalf of or reimburse the Indemnified Party for all Losses any costs, charges or expenses actually and reasonably incurred by the Indemnified Party in relation to a Claim claimed by investigating, defending, appealing, preparing for, providing evidence in or instructing and receiving the Indemnified Party to be subject to indemnification hereunder; and (ii) pay reasonable and customary advance payments and costs and expenses to service providers advice of the Indemnified Party; ’s counsel or other professional advisors in each case, prior regard to any settlement Claim or resolution of such Claim to enable other matter for which the Indemnified Party may be entitled to properly investigatean indemnity or reimbursement under this Agreement, defend and such amounts shall be treated as a non-interest bearing advance or appeal such Claim. The Corporation shall pay such advances within ten (10) days after the receipt by the Corporation of a written request from loan to the Indemnified Party requesting such payment or payments from time to timeParty, whether prior to or after final disposition of a Claim. If it is ultimately determined in a final judgment pending approval of a court of competent jurisdiction or final arbitration award (if required), to the payment thereof as an indemnity and provided that the Corporation shall not make any payment pursuant to this Section 2.1(d) unless the Corporation first receives from the Indemnified Party a written undertaking that, in the event that it is ultimately determined by a court of an applicable arbitration proceeding that has become non-appealable competent jurisdiction that the Indemnified Party did not fulfill fulfil the conditions set out in Section 2.1(b) 2.1(a), or that the Indemnified Party was not entitled to be fully so indemnified, such loan or advance, or the appropriate portion thereofthereof shall, upon written notice of such determination being given by the Corporation to the Indemnified Party reasonably detailing the basis for such determination, shall be repayable on demand without interest. The Indemnified Party and shall not be required bear interest from the date of such notice at the prime rate prescribed from time to provide collateral or otherwise secure the Indemnified Party’s agreement to repay described in the prior sentence. If and to the extent the Indemnified Party makes any such repayment to the Corporation, the obligation time by Royal Bank of the Corporation to indemnify the Indemnified Party will continue in accordance with the terms of this AgreementCanada.