Common use of Exception to Right of Indemnification Clause in Contracts

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, or other indemnity provision or otherwise, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee or another indemnitor of Indemnitee, on the other; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section), unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the otherThird Party Indemnitors set forth in Section 8(c) above; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or; (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any such part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (d) if prohibited by applicable law, except as noted in Section 12(d).

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the otherThird Party Indemnitors set forth in Section 8(c) hereof; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or; (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any such part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (d) if prohibited by applicable law, except as noted in Section 12(d) hereof.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make provide any indemnity indemnification in connection with any claim made against Indemnitee: : (ai) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other; Additional Indemnitors set forth in Section 8(c); (bii) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, Exchange Act or similar provisions of state statutory law or common law; or or (ciii) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (iA) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (iiB) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity indemnify the Indemnitee in connection with any claim made against the Indemnitee: (a) for which payment has actually been made to or on behalf of the Indemnitee under any Company insurance policy, policy or other indemnity provision or otherwiseagreement (including, without limitation, any indemnity or expense advancement from another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, unless the payment received from the Company pursuant to this Agreement is remitted to the payor of such indemnity or expense advancement), except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the other;other indemnity provision; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) except as provided in Section 6(e) in connection with any Proceeding (or any part of any Proceeding) initiated by the Indemnitee, including without limitation any Proceeding (or any part of any Proceeding) initiated by the Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)Indemnitees, unless (i) the Board of Directors of specifically authorized the Company authorized Indemnitee to bring the Proceeding (or any part of any the Proceeding, as applicable) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the other;other indemnity provision; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, Exchange Act or similar provisions of state statutory law or common law; or (c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; or (d) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Company has joined in or the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision; provided, and except as may otherwise be agreed between that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, Exchange Act or similar provisions of state statutory law or common law; or (c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; or (d) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Company has joined in or the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the otherFund Indemnitors set forth in Section 8(c) above; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision; provided, and except as may otherwise be agreed between that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, advisors, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable lawand the Articles.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the other;other indemnity provision; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, Exchange Act (as amendedhereinafter defined), or similar provisions of state statutory law or common law; or (c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; or (d) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Company has joined in or the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, or other indemnity provision or otherwise, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee or another indemnitor of Indemnitee, on the other; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, Exchange Act (as amendedhereinafter defined), or similar provisions of state statutory law or common law; or (b) for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, in each case as required under the Exchange Act; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Company has joined in or the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement, the Charter or the Bylaws.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision; provided, and except as may otherwise be agreed between that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, Exchange Act (as amendedhereinafter defined), or similar provisions of state statutory law or common law; or (c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; or (d) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Company has joined in or the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[; provided, and except as may otherwise be agreed between that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, Exchange Act or similar provisions of state statutory law or common law; or (c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; or (d) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Company has joined in or the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the otherThird Party Indemnitors set forth in Section 8(c); (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or; (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any such part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (d) if prohibited by applicable law, except as noted in Section 12(d).

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make provide any indemnity indemnification in connection with any claim made against Indemnitee: : (ai) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other; Additional Indemnitors set forth Section 8(c); (bii) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, Exchange Act or similar provisions of state statutory law or common law; or or (ciii) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (iA) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (iiB) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the otherother indemnity provision; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act, as amended, or similar provisions of state statutory law or common law; or (c) except with respect to a Proceeding relating to enforcement of, or to indemnity under, this Agreement, the Charter Documents, the DGCL or any insurance policy relating to Indemnitee’s Corporate Status, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; provided that this prohibition shall not apply to a counterclaim, cross-claim or third party claim brought in any Proceeding.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company Companies shall not be obligated under this Agreement to make any indemnity indemnification payment in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision provided, and except as may otherwise be agreed between that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 9(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Companies within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or for conduct that is determined to be knowingly fraudulent or deliberately dishonest; or (c) except as otherwise provided in Section 8(d), in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;set forth in Section 9(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Third-Party Indemnitors set forth in Section 9(c); or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, Exchange Act (as amended, hereinafter defined) or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity indemnification in connection with any claim made against Indemniteewith: (a) any claim made against Indemnitee for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy held by the Company or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision; provided, and except as may otherwise be agreed between however, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the otherThird Party Indemnitors set forth in Section 8(f) above; (b) any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, Exchange Act (as amended, defined below) or similar provisions of state statutory law or common law; or (c) except as otherwise provided in connection with Section 7, any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees employees, or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any such part of any Proceeding) prior to its initiation or initiation, (ii) such indemnification is expressly required to be made by applicable law, (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable lawlaw or (iv) in connection with a Proceeding to enforce the Indemnitee’s rights under this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Original Stockholder Indemnitors set forth in Section 8(f) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any such part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, or other indemnity provision or otherwise, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee or another indemnitor of Indemnitee, on the other; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d7(d), which shall be governed by the terms of such section), unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which except as provided in Section 8(c) above, the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such payment under any insurance policy, or other indemnity provision contract, agreement or otherwise, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision; provided, and except as may otherwise be agreed between that the Company, on foregoing shall not affect the one hand, and rights of any Indemnitee or another indemnitor of Indemniteeany Indemnification/Insurance Source, on the otherif applicable; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, Exchange Act or similar provisions of state statutory law or common law; (c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; or (cd) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Company has joined in or the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) : for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other; (bFund Indemnitors set forth in Section 8(c) above; or for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) or in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized by Section 7(d) hereof, or (iv) otherwise required by applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision , and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Investor Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, (ii) the Proceeding is initiated by Indemnitee pursuant to Indemnitee’s rights under Section 7 of this Agreement, or (iiiii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable lawlaw [or (iii) the Proceeding is to enforce Indemnitee’s rights under this Agreement and an adjudication is made in favor of Indemnitee in accordance with Section 7(a) of this Agreement].

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity payment in connection with any claim made against Indemnitee: (ai) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the other;other indemnity provision; or (bii) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (ciii) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, (ii) and only to the extent that such Proceeding or part of a Proceeding is brought by Indemnitee to interpret or enforce this Agreement or any related indemnification obligations in a Company policy of insurance, the Bylaws or the Certificate of Incorporation (unless a court having jurisdiction over such action determines that each of the material assertions or defenses asserted by Indemnitee in such action was made in bad faith or was frivolous), or (iiiii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which it has been established by a competent court in a final and conclusive decision that such claim results from willful (opzettelijk), intentionally reckless (bewust roekeloos) or seriously culpable (ernstig verwijtbaar) conduct by the Indemnitee; or (b) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the other;other indemnity provision; or (bc) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state federal, state, provincial or local statutory law or common law; or (cd) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 7(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the other;other indemnity provision; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act, as amended, or similar provisions of state statutory law or common law; or; (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than but excluding any Proceeding initiated by Indemnitee pursuant to for which indemnification is provided under Section 8(d), which shall be governed by the terms of such section6(a), unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (d) for any amounts paid or to be paid in settlement of any Proceeding without the express prior written consent of the Company. Neither the Company nor Indemnitee shall unreasonably withhold or delay consent to any proposed settlement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between [provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity indemnify Indemnitee in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision; provided, and except as may otherwise be agreed between that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including without limitation any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized Indemnitee to bring the Proceeding (or to bring any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Non-Company Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make indemnify any indemnity Indemnitee in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision provided, and except as may otherwise be agreed between however, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the otherFund set forth in Section 8(c); (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, any successor statute or any similar provisions of state statutory law or common law; or; (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees employees, agents, representatives or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (d) if such indemnification is prohibited by applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and Indemnitee or another indemnitor rights of Indemnitee, on the other; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) if such indemnification is prohibited by law; or (cd) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, (ii) the Proceeding is initiated by Indemnitee pursuant to Indemnitee’s rights under Section 7 of this Agreement, or (iiiii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policyInsurance Policy, or other indemnity provision or otherwiseotherwise to which the Company is a party, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee or another indemnitor of Indemnitee, on the other; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant except where specified to Section 8(d)the contrary in this Agreement, which shall in each instance to be governed by the terms of such sectionthe applicable section herein), unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity indemnify Indemnitee in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including including, without limitation, any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than but excluding any Proceeding initiated by Indemnitee pursuant brought to Section 8(d)enforce Indemnitee’s rights under this Agreement, which shall be governed by the terms Certificate of such sectionIncorporation, the Company’s Bylaws or any Company insurance policy), unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and Indemnitee or another indemnitor rights of Indemnitee, on the other;; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(bl 6(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, none of the Company Companies shall not be obligated under this Agreement to advance Expenses or make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, or other indemnity provision or otherwise, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between any of the CompanyCompanies, on the one hand, and Indemnitee or another indemnitor of Indemnitee, on the otherother hand, including, without limitation, the Side Letter; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Companies within the meaning of Section 16(b) of the Act, as amended, or similar provisions of state statutory law or common law; or; (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against any of the Company Companies or any of its their respective direct or indirect subsidiaries or the respective directors, officers, employees or other indemnitees of the Company Companies or its their respective direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d7(d), which shall be governed by the terms of such section), unless (i) the applicable Board of Directors of the Company Companies authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides Companies provide the indemnification, in its their sole discretion, pursuant to the powers vested in the Company Companies under applicable law; or (d) in any circumstance where such indemnification has been determined to be prohibited by law by a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company no Indemnitor shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except (i) with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except or (ii) as may otherwise be agreed between the Company, on the one hand, and Indemnitee or another indemnitor of Indemnitee, on the otherset forth in paragraph 8(c) above; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company such Indemnitor within the meaning of Section 16(b) of the Exchange Act, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company such Indemnitor or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)Representatives, unless (i) the Board of Directors of the Company such Indemnitor authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company such Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company such Indemnitor under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which it has been established by a competent court in a final and conclusive decision that such claim results from willful (opzettelijk), intentionally reckless (bewust roekeloos) or seriously culpable (ernstig verwijtbaar) conduct by the Indemnitee; or (b) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the other;other indemnity provision; or (bc) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state federal, state, provincial or local statutory law or common law; or (cd) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the managing directors, supervisory directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise paid under any insurance policy or other indemnity provision or any amount received that is required to be agreed between the Company, on the one hand, and Indemnitee or another indemnitor of Indemnitee, on the otherrepaid; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, Exchange Act or similar provisions of state statutory law or common law; (c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; or (cd) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Company has joined in or the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee [or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity indemnify Indemnitee in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including without limitation any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized Indemnitee to bring the Proceeding (or to bring any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the other;other indemnity provision; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or; (c) except as provided in Section 7(e) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (d) which results from his wilful default, wilful neglect or actual fraud or any other acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under applicable law or the Articles.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the otherOther Indemnitors set forth in Section 8(c) above; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable lawlaw or (iv) the Proceeding was initiated by Indemnitee to collect amounts payable hereunder to Indemnitee.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company Endowment shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) : for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and Indemnitee or another indemnitor rights of Indemnitee, on the other; (b) ; or for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Endowment within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) or in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company Endowment or any of its direct or indirect subsidiaries or the directorstrustees, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company Endowment provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company Endowment under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Other Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company its affiliates or subsidiaries within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) except as otherwise expressly contemplated by this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directorsmanagers, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision; [provided, and except as may otherwise be agreed between that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;[Fund Indemnitors // Limited Brands Indemnitors] set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, Exchange Act (as amendedhereinafter defined), or similar provisions of state statutory law or common law; or (c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; or (d) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Company has joined in or the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company Partnership shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Partnership within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company Partnership or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company GP authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company Partnership provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company Partnership under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and Indemnitee or another indemnitor rights of Indemnitee, on the other;; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) except with respect to a Proceeding relating to enforcement of, or to indemnity under this Agreement, or under the Charter Documents, the DGCL, or any insurance policy relating to Indemnitee’s Corporate Status, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company MAC shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision; provided, and except as may otherwise be agreed between that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company MAC within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company MAC or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company MAC authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company MAC provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company MAC under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemniteethe Fund Indemnitors set forth in Section 8(f) above, on the other;if any; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. _____________________ 2 Cross out if not applicable.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against IndemniteeIndemnitee to the extent that: (a) such payment it is prohibited by applicable law from paying as indemnity; or (b) Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement and such payment is made to such Indemnitee; or (c) such claim is brought about or contributed to by the fraud or actionable offense by the Indemnitee seeking payment hereunder; or (d) such claim has been decided in a Proceeding adversely to the Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled; or (e) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the other;other indemnity provision; or (bf) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) or in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision; provided, and except as may otherwise be agreed between that the Company, on foregoing shall not affect the one hand, and Indemnitee or another indemnitor rights of Indemnitee, on the other;; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, Exchange Act or similar provisions of state statutory law or common law; or (c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; or (d) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Company has joined in or the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (d) if prohibited by applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall will not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing will not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee [or another indemnitor of Indemnitee, on the other;Secondary Indemnitors] set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) a. for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Third-Party Indemnitors set forth in Section 9(b); or (b) b. for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, Exchange Act (as amended, hereinafter defined) or similar provisions of state statutory law or common law; or (c) c. in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]4; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. 2 For directors affiliated with institutional investment funds only. 3 For directors affiliated with institutional investment funds only. 4 For directors affiliated with institutional investment funds only.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided that the Company, on foregoing shall not affect the one hand, and rights or limitations of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, (the “Exchange Act”) or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (d) with respect to remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the SEC believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication, as indicated in the last paragraph of this Section 9); or (e) a final judgment or other final adjudication is made that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but only to the extent of such specific determination); or (f) in connection with any claim for reimbursement or any recovery policy of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act or Section 954 of the Xxxx-Xxxxx Act, or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act)), if Indemnitee is held liable therefor (including pursuant to any settlement); or (g) on account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes of this Section 9, a final judgment or other adjudication may be reached in either the underlying proceeding or action in connection with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement. Any provision herein to the contrary notwithstanding, the Company will not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act, or in any registration statement filed with the SEC under the Securities Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K promulgated under the Securities Act currently generally requires the Company to undertake, in connection with any registration statement filed under the Securities Act, to submit the issue of the enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Securities Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that any such undertaking will supersede the provisions of this Agreement and to be bound by any such undertaking.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:: 2 Note to Draft: Applicable to directors serving on the Board who are employees of the Berkshire Sponsor. (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[; provided, and except as may otherwise be agreed between that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, Exchange Act or similar provisions of state statutory law or common law; or (c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; or (d) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Company has joined in or the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Appointing Stockholder Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the otherFund Indemnitors set forth in Section 8(c) above]; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[; provided, and except as may otherwise be agreed between that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, Exchange Act or similar provisions of state statutory law or common law; or (c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; or (d) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Company has joined in or the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the other;other indemnity provision; or (b) for an disgorgement or accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or; (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (d) Charging that the Indemnitee derived an improper benefit, whether or not involving action in Indemnitee’s official capacity, in which proceeding Indemnitee was adjudged liable on the basis that Indemnitee derived an improper benefit.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;3rd Party Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, (ii) the Proceeding is initiated by Indemnitee pursuant to Indemnitee’s rights under Section 7 of this Agreement, or (iiiii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable lawlaw or (iii) the Proceeding is brought under Section 7 of this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity indemnify Indemnitee in connection with any claim made against Indemnitee: (a) not permissible under law; or (b) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Investor Indemnitors set forth in Section 8(c) above; or (bc) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (cd) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, (ii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce his rights under this Agreement, or (iiiii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee [or another indemnitor of Indemnitee, on the other;Fund Indemnitors ]set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) in connection with any claim made against Indemnitee for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidactually received under any insurance policy, and except as may otherwise be agreed between contract, agreement, other indemnity provision or otherwise; provided that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the otherStockholder Indemnitors as set forth in Section 11(c); (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by such Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, Exchange Act or similar provisions of state statutory law or common law; (c) for reimbursement to the Company of any bonus or other incentive- based or equity based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; or (cd) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Company has joined in or the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between [provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, if any, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee [or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c)]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any other provision in of this Agreement, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement with respect to make any indemnity in connection with Proceeding brought by Indemnitee, or any claim made against Indemniteetherein: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 10(e) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision; provided, and except as may otherwise be agreed between that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemniteeany Indemnification/Insurance Source, on the other;if applicable; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, as amended, Exchange Act or similar provisions of state statutory law or common law; or (c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; or (d) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Company has joined in or the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Other Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity (including an advancement of expenses) in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the other;other indemnity provision; or (b) for reimbursement to the Company of any bonus or other incentive‑based or equity‑based compensation or for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable lawlaw or (iii) the Proceeding is one contemplated in Section 6.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Sponsor Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which it has been established by a competent court in a final judgment, not subject to appeal that such claim results from willful (opzettelijk), intentionally reckless (bewust roekeloos) or seriously culpable (ernstig verwijtbaar) conduct by the Indemnitee; or (b) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Summit Funds and their affiliates set forth in Section 7(c) hereof and is subject thereto]; or (bc) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state federal, state, provincial or local statutory law or common law; or (cd) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.the

Exception to Right of Indemnification. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify the Indemnitee or make any indemnity payment to the Indemnitee, arising out of or in connection with any claim made against Indemnitee:Expenses, judgments, penalties, fines and/or amounts paid in settlement of or by Indemnitee (including, but not limited to the advancement of Expenses under Section 5): (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the other;other indemnity provision; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or; (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of Enterprise or its direct or indirect subsidiaries or the their respective directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any the relevant part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; (d) in which a court of competent jurisdiction establishes that Indemnitee’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the claim so adjudicated, or that Indemnitee personally gained in fact a financial profit or other advantage to which he was not legally entitled.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee [or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Sponsor Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) purchase by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) except with respect to a Proceeding relating to enforcement of, or to indemnity under this Agreement, or under the Charter Documents, the MLLCA or any insurance policy relating to Indemnitee’s Corporate Status, in connection with any Proceeding (or any part of any Proceeding) Proceeding initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) Proceeding initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directorsgovernors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors Governors of the Company authorized the Proceeding (or any part of any Proceeding) Proceeding prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[, and except as may otherwise be agreed between provided that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; provided, for the avoidance of doubt, Indemnitee shall not be deemed for purposes of this Section 9(c), to have initiated any Proceeding (or any part of a Proceeding) by reason of having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee; or (d) if prohibited by the DGCL or other applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Secondary Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of Company securities of the Company within the meaning of pursuant to Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) subject to Section 7(d), in connection with any Proceeding (or any part of any Proceeding) initiated by IndemniteeIndemnitee (including, including without limitation, any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such sectionindemnitees), unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision; provided, and except as may otherwise be agreed between that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) hereof; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity (including an advancement of expenses) in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the other;other indemnity provision; or (b) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or similar provisions of state statutory law or common law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable lawlaw or (iii) the Proceeding is one contemplated in Section 6.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;set forth in Section 7(c) above; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or; (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (d) if prohibited by applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall will not be obligated under this Agreement to make any indemnity indemnification in connection with any claim made against Indemniteewith: (a) any claim made against Indemnitee for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy held by the Company or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision; provided, and except as may otherwise be agreed between however, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the otherThird Party Indemnitors set forth in Section 8(g) above; (b) any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Act, Exchange Act (as amended, defined below) or similar provisions of state statutory law or common law; or (c) except as otherwise provided in connection with Section 7, any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees employees, or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any such part of any Proceeding) prior to its initiation initiation, (ii) such indemnification is expressly required to be made by applicable law or (iiiii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which it has been established by a competent court in a final and conclusive decision that such claim results from willful (opzettelijk), intentionally reckless (bewust roekeloos) or seriously culpable (ernstig verwijtbaar) conduct by the Indemnitee; or (b) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee paid under any insurance policy or another indemnitor of Indemnitee, on the other;other indemnity provision; or (bc) for which Indemnitee has not informed the Company as soon as reasonably possible of the Expenses or of the circumstances that could have led to the Expenses; or (d) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state federal, state, provincial or local statutory law or common law; or (ce) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy, policy or other indemnity provision or otherwiseprovision, except with respect to any excess beyond the amount so paidpaid under any insurance policy or other indemnity provision[, and except as may otherwise be agreed between provided, that the Company, on foregoing shall not affect the one hand, and rights of Indemnitee or another indemnitor of Indemnitee, on the other;Fund Indemnitors set forth in Section 8(c) above]; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the ActSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common any applicable law; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other indemnitees of the Company or its direct or indirect subsidiaries (other than any Proceeding initiated by Indemnitee pursuant to Section 8(d), which shall be governed by the terms of such section)indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.