All Advances shall be disbursed from whichever office or other place ​ may designate from time to time and, together with any and all other Obligations of ​ to ​ or Lenders, shall be charged to ​' Account on ​'s books. During the Term, ​

The agreement of Lenders to make any Advance requested to be made on any date (including the initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made:

Seller shall maintain an auditable Advance Payment record file (the “Advance Payment File”) for the duration of this Agreement or until repayment in full of all of the Advance Payment, whichever is longer. Seller shall permit Buyer’s representatives to review such Advance Payment File each calendar quarter during the term of the Supply Agreement or until the repayment in full of the Advance Payment. The Advance Payment File shall include at a minimum: # the total outstanding Advance Payment not repaid to Buyer; and # utilization of the Advance Payment by Seller. In addition, at Buyer’s sole discretion, Buyer may require a yearly record of signatures by appropriate Buyer and Seller personnel validating the status of the repayment of the Advance Payment to Buyer.

Buyer shall make an advance payment to Seller in the amount of ​ (the “Advance Payment”) to enable Seller to purchase goods, materials and/or services, and to expand its manufacturing facility required for Seller’s manufacture of the Components. Upon execution of this Agreement by both Parties, Seller shall provide Buyer with an invoice for the Advance Payment. Provided that Seller is in compliance with all terms of this Agreement, Buyer shall pay such Advance Payment to Seller within [...​...] of receipt of Seller’s invoice for the Advance Payment.

Minimum Amount of Each Advance. Each Eurocurrency Advance shall be in the Dollar Amount of ​ or a higher integral multiple of 1,000,000 units of the applicable Agreed Currency. Each Floating Rate Advance (other than a Swingline Loan) shall be in the amount of ​ or a higher integral multiple of ​ and each Swingline Loan shall be in the amount of ​ or a higher integral multiple of ​; provided that any Floating Rate Advance of Revolving Loans may be in the amount of the unused Aggregate Revolving Commitment.

Administrative Agent May Advance Funds. Unless the Administrative Agent shall have received notice from a ​ that any related Investor will not make its share of any Investment available on the applicable Investment Date therefor, the Administrative Agent may (but shall have no obligation to) make any such Investor’s share of any such Investment available to the SPV in anticipation of the receipt by the Administrative Agent of such amount from the applicable Investor. To the extent any such Investor or ​ on behalf of such Investor fails to remit any such amount to the Administrative Agent after any such advance by the Administrative Agent on such Investment Date, such Investor, on the one hand, and the SPV, on the other hand, shall be required to pay such amount to the Administrative Agent for its own account, together with interest thereon at a per annum rate equal to the Federal Funds Rate, in the case of such Investor, or the Base Rate, in the case of the SPV, to the Administrative Agent upon its demand therefor (provided that a Conduit Investor shall have no obligation to pay such interest amounts except to the extent that it shall have sufficient funds to pay the face amount of its Commercial Paper in full). Until such amount shall be repaid, such amount shall be deemed to be Net Investment paid by the Administrative Agent and the Administrative Agent shall be deemed to be the owner of an interest in the Asset Interest hereunder to the extent of such Investment. Upon the payment of such amount to the Administrative Agent # by the SPV, the amount of the aggregate Net Investment shall be reduced by such amount or # by such Investor, such payment shall constitute such Investor’s payment of its share of the applicable Investment.

Agreement to Advance Expenses; Undertaking. The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in which Indemnitee is involved by reason of such Indemnitee’s Corporate Status within ten (10) calendar days after the receipt by the Company of a written statement from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. To the extent required by Delaware law, Indemnitee hereby undertakes to repay any and all of the amount of Indemnifiable Expenses paid to Indemnitee if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses. This undertaking is an unlimited general obligation of Indemnitee.

Seller may pay in advance any or all of the outstanding balance of the Advance Payment at any time without penalty. Buyer shall recover any remaining balance of the Advance Payment in accordance with the applicable repayment provisions set forth in [Section 1(d)] above.

Final Payment. With respect to each Growth Capital Term Loan Advance, on the earlier of # the date of the final Growth Capital Term Loan Payment for such Growth Capital Term Loan Advance, # the acceleration of such Growth Capital Term Loan Advance pursuant to [Section 9.1] hereof, or # the Growth Capital Term Loan Maturity Date for such Growth Capital Term Loan Advance, Borrower shall pay, in addition to the outstanding principal, accrued and unpaid interest, and all other amounts due on such date with respect to such Growth Capital Term Loan Advance, an amount equal to the Final Payment.

“Advance Payment” is defined in [Section 3.1(b)] of this Agreement.