Common use of Advance Payment Clause in Contracts

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall ARTICLE V may include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 5.1 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her a good faith belief that he such Person has met the standard of conduct necessary for indemnification under Article VII this ARTICLE V and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII ARTICLE V or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII 8 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 8.6 who was, is or is threatened to be be, made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Personperson’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII 8 and a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII 8 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII VI shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 6.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such the Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII VI and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VI or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall VIII shall, upon approval by the Member in each instance, include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, provided that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Article VII VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VIII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII VI shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 6.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such the Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII VI and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VI or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII VIII shall include the right to be paid or reimbursed by the Company for the reasonable out-of-pocket expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.2 who was, is or is threatened to be made made, a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her its good faith belief that he it has met the standard of conduct necessary for indemnification under this Article VII VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VIII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII Section 7.7 shall include the right to be paid or reimbursed by the Company Partnership for the reasonable out-of-pocket expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 7.7 who was, is or is threatened to be made made, a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company Partnership of a written affirmation by such Person of his or her its good faith belief that he it has met the standard of conduct necessary for indemnification under Article VII Section 7.7 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII Section 7.7 or otherwise.

Advance Payment. The Any right to indemnification conferred in this Article VII shall include the a limited right to be paid or reimbursed by the Company the for any and all reasonable expenses as they are incurred by a Person of the type entitled or authorized to be indemnified under Section 7.3 Sections 7.1 and 7.2 who was, is or is threatened threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the such Person’s ultimate entitlement to indemnification; provided, provided however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct requirements necessary for indemnification under this Article VII and a written undertaking, undertaking by or on behalf of such Person, Person to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII IX shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 9.3 who was, is or is threatened to be be, made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Personperson’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII IX and a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII IX or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall IX shall, upon approval by the Board in each instance, include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 9.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, provided that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Article VII IX and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII IX or otherwise.

Advance Payment. The Any right to indemnification conferred in this Article VII VIII shall include the a limited right to be paid or reimbursed by the Company the for any and all reasonable expenses as they are incurred by a Person of the type entitled to be indemnified under Section 7.3 Sections 8.1 and 8.2 who was, is or is threatened threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the such Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct requirements necessary for indemnification under this Article VII VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VIII or otherwise.

Advance Payment. The right to indemnification conferred in this --------------- Article VII VIII shall include the right to be paid or reimbursed by the Company the ------------ reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.2 who was, is or is threatened to be made a named defendant or ----------- respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII VIII and a written undertaking, by ------------ or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VIII or otherwise.. ------------

Advance Payment. The right to indemnification conferred in this Article VII VI shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person (other than an Officer of the type Company or any of its Subsidiaries thereof in respect of claims by the Company or any of its Subsidiaries thereof against such Officer in such Officer’s capacity as such) entitled to be indemnified under Section 7.3 6.3 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, provided that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Article VII VI and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VI or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 paragraph 10.01 of this Agreement who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Personperson’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII and a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII article VI shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 6.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company company of a written affirmation by such the Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII VI and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VI or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 paragraph 10.01 of this Agreement who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s person's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII and a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII IX shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 9.1 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s person's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person Manager or officer of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII IX and a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII IX or otherwise.

Advance Payment. The Any right to indemnification conferred in this Article VII shall include the a limited right to be paid or reimbursed by the Company the for any and all reasonable expenses as they are incurred by a Person of the type entitled to be indemnified under Section 7.3 Sections 7.1 and 7.2 who was, is or is threatened threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the such Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct requirements necessary for indemnification under this Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII VI shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 6.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article VII VI and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VI or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company Holdings LLC the reasonable expenses incurred by a Person of the type entitled to be indemnified indemnification under Section 7.3 7.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; providedprovided that, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company Holdings LLC of (a) a written affirmation by such Person of his or her good faith belief that he or she is entitled to indemnification and, specifically, has met the standard of conduct necessary for indemnification under Article VII and (b) a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII Section 13 shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 13(b) who was, is or is threatened to be made made, a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his his, her or her its good faith belief that he has met the standard of conduct necessary for indemnification under Article VII Section 13 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII Section 13 or otherwise.

Advance Payment. The Any right to indemnification conferred in this Article VII VI shall include the a limited right to be paid or reimbursed by the Company the for any and all reasonable expenses as they are incurred by a Person of the type entitled or authorized to be indemnified under Section 7.3 Sections 6.1 and 6.2 who was, is or is threatened threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the such Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct requirements necessary for indemnification under this Article VII VI and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VI or otherwise.

Advance Payment. The right to indemnification conferred to Directors and Officers in this Article VII ARTICLE 9 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 9.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her its good faith belief that he it has met the standard of conduct necessary for indemnification under Article VII this ARTICLE 9 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII ARTICLE 9 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII Section 12.1 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 12.1 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII this Section 12.1 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwiseSection 12.1.

Advance Payment. The Any right to indemnification conferred in this Article VII shall include the a limited right to be paid or reimbursed by the Company the for any and all reasonable expenses as they are incurred by a Person of the type entitled or authorized to be indemnified under Section 7.3 Sections 7,1 and 7,2 who was, is or is threatened threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the such Person’s ultimate entitlement to indemnification; provided, provided however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct requirements necessary for indemnification under this Article VII and a written undertaking, undertaking by or on behalf of such Person, Person to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII VIII shall include the right to be paid or reimbursed by the Company for the reasonable documented, out-of-pocket, third-party expenses incurred by a Person (other than an Officer of the type Company in respect of claims by the Company against such Officer in such Officer’s capacity as such) entitled to be indemnified under Section 7.3 8.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Indemnified Person is not entitled to be indemnified under this Article VII VIII or otherwise.

Advance Payment. The Any right to indemnification conferred in this Article VII 4 shall include the a limited right to be paid or reimbursed by the Company the for any and all reasonable expenses as they are incurred by a Person of the type entitled or authorized to be indemnified under Section 7.3 Sections 4.1 and 4.2 who was, is or is threatened threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the such Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct requirements necessary for indemnification under this Article VII 4 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII 4 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII Section 7.11 shall include the right to be paid or reimbursed by the Company Partnership the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 7.11(a) who was, is is, or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Personperson’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company Partnership of a written affirmation by such Person person of his or her its good faith belief that he it has met the standard of conduct necessary for indemnification under Article VII this Section 7.11 and a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII Section 7.11 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 this Article who was, is is, or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Personperson’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of (a) a written affirmation by such Person person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article VII and (b) a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The Any right to indemnification conferred in this Article VII shall include the a limited right to be paid or reimbursed by the Company the for any and all reasonable expenses as they are incurred by a Person of the type entitled or authorized to be indemnified under Section 7.3 Sections 7.1 and 7.2 who was, is or is threatened threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the such Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct requirements necessary for indemnification under this Article VII and a written undertaking, undertaking by or on behalf of such Person, Person to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person (other than the Managing Member or an Officer of the Company or any of its Subsidiaries thereof in respect of claims by the Company or any of its Subsidiaries thereof against the Managing Member or such Officer in the Managing Member’s or such Officer’s capacity as such) of the type entitled to be indemnified under Section 7.3 7.4 who was, is or is threatened to be be, made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII Section 10.6 shall include the right to be paid or reimbursed by the Company the reasonable costs, fees and expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such costs, fees and expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her such Person’s good faith belief that he has met the standard of conduct necessary for indemnification under Article VII this Section 10.6 and a written undertaking, by or on behalf of such Person, to promptly repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII Section 10.6 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall VIII shall, upon approval by the Member in each instance, include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s 's ultimate entitlement to indemnification; provided, however, provided that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Article VII VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VIII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII VIII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 this Article VIII who was, is is, or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Personperson’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of (a) a written affirmation by such Person person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article VII VIII and (b) a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall V may include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 5.1 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her a good faith belief that he such Person has met the standard of conduct necessary for indemnification under this Article VII V and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII V or otherwise.

Advance Payment. The right to indemnification conferred in this Article ARTICLE VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person of his or her its good faith belief that he it has met the standard of conduct necessary for indemnification under Article this ARTICLE VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article ARTICLE VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII IX shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 9.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, provided that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII IX and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII IX or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII 8 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.3 who was, is or is threatened to be be, made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII 8 and a written undertakingundertaking (acceptable to the Board), by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII 8 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall 7 will include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 7.1 above who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall Proceeding, will be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII 7 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall is ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII 7 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall VIII will include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall Proceeding, will be made only upon delivery to the Company of a written affirmation by such Person person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall will ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VIII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII Section 8.3 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.3(a) who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Article VII this Section 8.3 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII Section 8.3 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII VIII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 8.3 who was, is or is threatened to be be, made a named defendant or respondent in a Proceeding proceeding in advance of the final disposition of the Proceeding such proceeding and without any determination as to the Personperson’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding proceeding shall be made only upon delivery to the Company of a written affirmation by such Person person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article VII VIII and a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII VIII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII ARTICLE VIII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article VII VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII ARTICLE VIII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII VIII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.1 who was, is or is threatened to be made a named defendant or respondent in a Proceeding proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person Manager or Member of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VIII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person (other than a Manager of the type Company or any of its Subsidiaries thereof in respect of claims by the Company or any of its subsidiaries thereof against such Manager in such Manager’s capacity as such) entitled to be indemnified under Section 7.3 7.5 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The Any right to indemnification conferred in this Article VII 9 shall include the a limited right to be paid or reimbursed by the Company the for any and all reasonable expenses as they are incurred by a Person of the type entitled to be indemnified under Section 7.3 9.1 who was, is or is threatened threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the such Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct requirements necessary for indemnification under this Article VII 9 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII 9 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII 8 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under this Section 7.3 8.5 who was, is or is threatened to be be, made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Personperson’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII 8 and a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII 8 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall will include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 7.01 above who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall Proceeding, will be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall is ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII ARTICLE 9 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 9.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her its good faith belief that he it has met the standard of conduct necessary for indemnification under Article VII this ARTICLE 9 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII ARTICLE 9 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII VIII shall include the a limited right to be paid or reimbursed by the Company the for any and all reasonable expenses as they are incurred by a Person of the type entitled to be indemnified under Section 7.3 Sections 8.01 and 8.02 who was, is or is threatened threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the such Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct requirements necessary for indemnification under this Article VII VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VIII or otherwise.

Advance Payment. The right to indemnification conferred in this --------------- Article VII VIII shall include the right to be paid or reimbursed by the Company ------------ the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.2 who was, is or is threatened to be made a named ----------- defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII VIII and a ------------ written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VIII or otherwise.. ------------

Advance Payment. The right to indemnification conferred in this Article VII VIII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of by a written affirmation by such Person Member or Manager of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII VIII and the Act and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VIII or otherwise.

Advance Payment. The Any right to indemnification conferred in this Article VII shall 7 will include the right to be paid or reimbursed by the Company the for all reasonable expenses as they are incurred by a the Person of the type entitled to be indemnified indemnification under Section 7.3 7.1 who was, is or is threatened threatened, to be made a named defendant or respondent in a Proceeding described in Section 7.1 in advance of the final disposition of the Proceeding and without any determination as to the that Person’s ultimate entitlement to indemnification; provided, however, that the payment of such the expenses incurred by any such Person in advance of the final disposition of a the Proceeding shall will be made only upon on delivery to the Company of a written affirmation by such that Person of his or her that Person’s good faith belief that he that Person has met the standard of conduct requirements necessary for indemnification under this Article VII 7 and a written undertaking, by or on behalf of such that Person, to repay all amounts so advanced if it shall is ultimately be determined that such indemnified that Person is not entitled to be indemnified under this Article VII 7 or otherwiseotherwise (an “Undertaking”).

Advance Payment. The right to indemnification conferred in this Article VII X shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 Article X who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s person's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII X and a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII X or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII VIII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person Manager of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VIII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall 5 may include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 5.1 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her a good faith belief that he such Person has met the standard of conduct necessary for indemnification under this Article VII 5 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII 5 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall IX shall, upon approval by the Board in each instance, include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 9.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, provided that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII IX and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII IX or otherwise.

Advance Payment. The Any right to indemnification conferred in this Article VII shall Section 8.1 will include the a limited right to be paid or reimbursed by the Company the for any and all reasonable expenses as they are incurred by a Person of the type entitled to be indemnified for whom indemnification under Section 7.3 8.1 is available and who was, is or is threatened threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the such Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall will be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct requirements necessary for indemnification under this Article VII VIII and a written undertaking, by or on behalf of such Person, to promptly repay all amounts so advanced if it shall will ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VIII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII 7 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 this Article 7 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person of his or her its good faith belief that he it has met the standard of conduct necessary for indemnification under this Article VII 7 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII 7 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person (other than an Officer of the type Company or any of its Subsidiaries thereof in respect of claims by the Company or any of its subsidiaries thereof against such Officer in such Officer’s capacity as such) entitled to be indemnified under Section 7.3 7.5 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII section shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a an Indemnified Person of the type entitled to be indemnified under Section 7.3 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Indemnified Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Indemnified Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Indemnified Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Article VII this section and a written undertaking, by or on behalf of such Indemnified Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Indemnified Person is not entitled to be indemnified under this Article VII Section 14 or otherwise.

Advance Payment. The Any right to indemnification conferred in this Article VII 8 shall include the a limited right to be paid or reimbursed by the Company the for any and all reasonable expenses as they are incurred by a Person of the type entitled to be indemnified under Section 7.3 8.1 who was, is or is threatened threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the such Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her such Person’s good faith belief that he such Person has met the standard of conduct requirements necessary for indemnification under this Article VII 8 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII 8 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII Section 2.8 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Covered Person of the type entitled to be indemnified under Section 7.3 who was, is or is threatened to be made a named defendant or respondent in a Proceeding proceeding in advance of the final disposition of the Proceeding proceeding and without any determination as to the Covered Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Covered Person of his or her such Covered Person's good faith belief that he has met the standard of conduct necessary for indemnification under Article VII this Section 2.8 and a written undertaking, by or on behalf of such Covered Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Covered Person is not entitled to be indemnified under this Article VII Section 2.8 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII VIII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, ,however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article VII VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VIII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII 8 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her its good faith belief that he it has met the standard of conduct necessary for indemnification under this Article VII 8 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII 8 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s Persons' ultimate entitlement to indemnification; provided, however, that the payment of such expenses expense incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The Upon the adoption of a resolution signed by all of the Managers, the right to indemnification conferred in this Article VII shall IX may include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 9.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s person's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding Proceedings, shall be made only upon delivery to the Company of a written affirmation by such Person person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article VII IX and a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII IX or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII Section 9 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 9.1 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, provided that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Article VII Section 9 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII Section 9 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII Section 9.2.1. shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 9.2.1 who waswas made, is made, or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Article VII Section 9.2.1. and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII Section 9.2.1 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII article VI shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 6.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company company of a written affirmation by such the Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII VI and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VI or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII VI shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 6.1 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article VII VI and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall Anil ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII VI or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII 8 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 8.1 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII 8 and a written undertaking, undertaking by or on behalf of such Person, Person to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII 8 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person (other than an Officer of the type Company or any of its Subsidiaries thereof in respect of claims by the Company or any of its Subsidiaries against such Officer relating to the matter set forth in Section 7.1) entitled to be indemnified under Section 7.3 7.4 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII Section 5.2 shall include the right to be paid or reimbursed by the Company Partnership the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 an Indemnitee who was, is was in or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the PersonIndemnitee’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person Indemnitee in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company Partnership of a written affirmation by such Person Indemnitee of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII this Section 5.2 and a written undertaking, by or on behalf of such PersonIndemnitee, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person Indemnitee is not entitled to be indemnified under this Article VII Section 5.2 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII 7 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 6.1 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such the Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII 7 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII 7 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company LLC the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 7.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s 's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company LLC of a written affirmation by such the Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The Any right to indemnification conferred in this Article VII shall include the a limited right to be paid or reimbursed promptly by the Company the for any and all reasonable expenses as they are incurred by a Person of the type entitled to be indemnified under Section 7.3 Sections 7.1 and 7.2 who was, is or is threatened threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the such Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct requirements necessary for indemnification under this Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company LLC the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 7.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company LLC of a written affirmation by such the Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII 13 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 13.1 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person Member of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII 13 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII 13 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII XII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 12.02 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Personperson’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article VII XII and a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII XII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII 9 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 9.3 who was, is or is threatened to be be, made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Personperson’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII 9 and a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII 9 or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 this Article who was, is is, or is threatened to be made made, a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Personperson’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of (a) a written affirmation by such Person person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article VII and (b) a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person (other than an officer of the type Company or any of its subsidiaries thereof in respect of claims by the Company or any of its subsidiaries thereof against such officer in such officer’s capacity as such) entitled to be indemnified under Section 7.3 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII Section 7.11 shall include the right to be paid or reimbursed by the Company Partnership the reasonable expenses incurred by a Person Partnership Indemnified Party or a Limited Partner Indemnified Partner, as the case may be, of the type entitled to be indemnified under Section 7.3 7.11(a) who was, is is, or is threatened to be made a named defendant or respondent in a Proceeding threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, or any appeal thereof with respect to Indemnified Losses (a “Proceeding”) in advance of the final disposition of the such Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding Proceeding, shall be made only upon delivery to the Company Partnership of a written affirmation by such Person of his or her its good faith belief that he it has met the standard of conduct necessary for indemnification under Article VII this Section 7.11 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwiseSection 7.11.

Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 Article VII who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, provided however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her such Person’s good faith belief that he such Person has met the standard of conduct necessary for indemnification under Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The Any right to indemnification conferred in this Article VII shall include the a limited right to be paid or reimbursed by the Company the for any and all reasonable expenses as they are incurred by a Person of the type entitled to be indemnified under Section 7.1, 7.2 or 7.3 who was, is or is threatened threatened, to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the such Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct requirements necessary for indemnification under this Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

Advance Payment. The right to indemnification conferred in this Article VII Section 10 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person person of the type entitled to be indemnified under Section 7.3 10.1 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s person's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person Manager or officer of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article VII this Section 10 and a written undertaking, by or on behalf of such Personperson, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person person is not entitled to be indemnified under this Article VII Section 10 or otherwise.