Common use of Exculpation and Indemnification Clause in Contracts

Exculpation and Indemnification. (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors advisers of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Person shall be liable Subject to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Companyprovisions of Section 20(d), including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To shall indemnify, to the fullest extent permitted by law, the Company shall indemnifyany Person who was or is a party or is threatened to be made a party to any threatened, hold harmlesspending or completed action, protect and defend each Protected Person against any lossessuit or proceeding, claimswhether civil, damages criminal, administrative or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) investigative by reason of the fact that it such Person is or was acting in connection with the activities a Member, Officer, director, controlling person, employee, legal representative or agent of the Company in any capacity Company, or that it is or was serving at the request of the Company as a partner, shareholder, membermanager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any Person; unlessand all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such Liability results from brought by or in the right of the Company) suffered or incurred by such Protected Person’s own actual fraudIndemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, gross negligence“Indemnifiable Losses”), willful misconduct, bad faith, breach if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of fiduciary duty, reckless disregard of duty or intentional the Company and material breach not in violation of this Agreement or conduct that is subject of Agreement, and, with respect to a criminal proceeding (where such Protected Person has action or proceeding, had no reasonable cause to believe that such Person’s conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed shall have no obligation to indemnify or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company’s assets onlyCompany by the Member.

Exculpation and Indemnification. (a) No Protected Person Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any Manager or any other Member member thereof for any action act or omission taken or omitted to be taken in good faith by it a Covered Person and in the reasonable belief that such act or by other Person with respect omission is in or is not contrary to the Company, including any negligent best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual omission does not constitute fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty faith or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falsegross negligence. (b) To the fullest extent permitted by lawthe Act, the Company shall indemnify, indemnify and hold harmless, protect harmless each Covered Person from and defend each Protected Person against any and all losses, claims, damages or demands, liabilities, including reasonable legal feesexpenses, costs judgments, fines, settlements and expenses incurred in investigating or defending against other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities proceedings, civil, criminal, administrative or investigative, in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by which the Board (collectively, “Liabilities”), to which any Protected Covered Person may become subject: (i) by reason of any act be involved, or omission threatened to be involved, as a party or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) otherwise, by reason of the fact that it is or was acting in connection with Covered Person’s management of the activities affairs of the Company in any capacity or that it is which relates to or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf arises out of the Company, reimburse (and/or advance to the extent reasonably required) each Protected its property, business or affairs. A Covered Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may shall not be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of 16 with respect to any subsequent amendment claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to this Agreement; providedtime, that, no such amendment shall reduce or restrict be advanced by the extent to which these indemnification provisions apply to actions taken or omissions made Company prior to the date final disposition of such amendment. (e) Any indemnification under claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only16.

Exculpation and Indemnification. (a) No Protected Person shall be liable to the Company or to any Series or any Manager or any other Member of any Series for any action taken or omitted to be taken by it or by other Person with respect to the CompanyCompany or any Series, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company and Series affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company and of any Series selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company each Series shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: subject (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; such Series; or (ii) by reason of the fact that it is or was acting in connection with the activities of the Company such Series in any capacity or that it is or was serving at the request of the Company such Series as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)) with respect to such Series. (c) The Administrator may, on behalf of the Companyany Series, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 4.02 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.24.02; provided, that such Protected Person executes a written undertaking to repay the Company applicable Series for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.24.02. Upon any liquidation of the Companyapplicable Series or the Company overall, such reimbursements or advancement of expenses shall be reimbursed by the Company applicable Series to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 4.02 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 4.02 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 4.02 or otherwise shall be paid out of and to the extent of the Company’s applicable Series’ assets onlyonly and to the extent any such indemnification relates to multiple Series, the Board shall, in its sole and absolute discretion, determine the method by which to allocate such indemnification to the respective Series.

Exculpation and Indemnification. (a) No Protected Person The General Partners shall be liable have no liability whatsoever to the Company Partnership or to any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the CompanyLimited Partner, including any negligent act or failure to act, except in the case of so long as a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted General Partner determined in good faith, that the course of conduct which caused the loss or liability was in reliance upon the best interests of the Partnership, and in accordance with such loss or liability did not result from the opinion gross negligence or advice gross misconduct of such counsel the General Partner being held harmless. The General Partners or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person any Partnership employee or agent shall be entitled to rely on written or oral reportsbe indemnified by the Partnership, opinions, certificates and other statements at the expense of the directorsPartnership, officersagainst any loss or liability (including attorneys' fees, employees, consultants, attorneys, accountants and professional advisors which shall be paid as incurred) resulting from assertion of any claim or legal proceeding relating to the activities of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by lawPartnership, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, including claims, damages or liabilitieslegal proceedings brought by a third party or by Limited Partners, including reasonable legal feeson their own behalf or as a Partnership derivative suit, costs so long as the party to be indemnified determined in good faith that the course of conduct which gave rise to such claim or proceeding was in the best interests of the Partnership and such course of conduct did not constitute gross negligence or gross misconduct; provided, however, any such indemnification shall only be recoverable out of the assets of the Partnership and not from Limited Partners. Nothing herein shall prohibit the Partnership from paying in whole or in part the premiums or other charge for any type of indemnity insurance by which the General Partners or other agents or employees of the Partnership are indemnified or insured against liability or loss arising out of their actual or asserted misfeasance or nonfeasance in the performance of their duties or out of any actual or asserted wrongful act against the Partnership including, but not limited to judgments, fines, settlements and expenses incurred in investigating the defense of actions, proceedings and appeals therefrom. Notwithstanding the foregoing, neither the General Partners nor their affiliates shall be indemnified for any liability imposed by judgment (including costs and attorneys' fees) arising from or out of a violation of state or federal securities laws associated with the offer and sale of Units offered hereby. However, indemnification will be allowed for settlements and related expenses of lawsuits alleging securities law violations and for expenses incurred in successfully defending against any such losses, claims, damages lawsuits provided that (a) a court either approves indemnification of litigation costs if the General Partners are successful in defending the action; or liabilities or in enforcing a Protected Person’s right to (b) the settlement and indemnification under this Agreement, and any amounts expended in respect of settlements of any claims is specifically approved by the Board (collectively, “Liabilities”), court of law which shall have been advised as to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities current position of the Company; Securities and Exchange Commission (iias to any claim involving allegations that the Securities Act of 1933 was violated) by reason and California Commissioner of Corporations or the fact applicable state authority (as to any claim involving allegations that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawfulapplicable state's securities laws were violated). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Covered Person described in clause (iii), (iv) or (v) of the definition thereof shall be liable liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or any Manager or to any other Member Covered Person for any action taken losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted to be taken by it or by other such Covered Person with respect to in good faith on behalf of the Company. There shall be, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected each Covered Person shall be entitled to rely on written or oral reportsto, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed a presumption that such statements were materially falseCovered Person acted in good faith. (b) To A Covered Person shall be fully protected in relying in good faith upon the fullest extent permitted records of the Company and upon such information, opinions, reports or statements presented to the Company by law, any Person as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence. (c) The Company shall indemnify, defend and hold harmless, protect and defend harmless each Protected Covered Person against any losses, claims, damages or damages, liabilities, expenses (including all reasonable legal fees, costs out-of-pocket fees and expenses incurred in investigating or defending against of counsel and other advisors), judgments, fines, settlements and other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities proceedings, in which such Covered Person may be involved or become subject to, in connection with any matter arising out of or in enforcing connection with the Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount (i) is as a Protected Person’s right result of a Covered Person not acting in good faith on behalf of the Company or arose as a result of the willful commission by such Covered Person of any act that is dishonest and materially injurious to indemnification the Company or (ii) results from the breach by any Member (in such capacity) of its contractual obligations under this AgreementAgreement (including Section 9.04). If any Covered Person becomes involved in any capacity in any action, and suit, proceeding or investigation in connection with any amounts expended matter arising out of or in respect of settlements of connection with the Company’s business or affairs, or this Agreement or any claims approved by the Board related document, other than (collectively, “Liabilities”), to which any Protected Person may become subject: (ix) by reason of any act or omission performed or alleged act or omission (even if negligent) arising out of or omitted by such Covered Person that was not in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, good faith on behalf of the Company, reimburse (and/or advance Company or constituted a willful commission by such Covered Person of an act that is dishonest and materially injurious to the extent reasonably requiredCompany or (y) each Protected as a result of any breach by such Covered Person of Section 9.04, the Company shall reimburse such Covered Person for its reasonable legal or and other costs and reasonable out-of-pocket expenses (including the cost of any investigation and preparation) as incurred) of such Protected Person they are incurred in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2therewith; provided, provided that such Protected Covered Person executes a written undertaking shall promptly repay to repay the Company for the amount of any such reimbursed or advanced costs and expenses paid to it if it is shall be finally judicially determined that such Protected Covered Person is was not entitled to indemnification by, or contribution from, the indemnification provided Company in connection with such action, suit, proceeding or investigation. If for any reason (other than the bad faith of a Covered Person or the willful commission by this Section 4.2. Upon any liquidation such Covered Person of an act that is dishonest and materially injurious to the Company) the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such reimbursements Covered Person as a result of such loss, claim, damage, liability, expense, judgment, fine, settlement or advancement of expenses other amount in such proportion as is appropriate to reflect any relevant equitable considerations. There shall be, and each Covered Person shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderentitled to, a rebuttable presumption that such Covered Person acted in good faith. (d) The provisions obligations of this the Company under Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e10.02(c) Any indemnification under this Section 4.2 or otherwise shall be paid satisfied solely out of and to the extent of the Company’s assets onlyassets, and no Covered Person shall have any personal liability on account thereof. (e) Given that certain Jointly Indemnifiable Claims may arise by reason of the service of a Covered Person to the Company and/or as a director, trustee, officer, partner, member, manager, employee, consultant, fiduciary or agent of other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled by the Company (collectively, the “Controlled Entities”), or by reason of any action alleged to have been taken or omitted in any such capacity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause the Controlled Entities to, be fully and primarily responsible for the payment to the Covered Person in respect of indemnification or advancement of all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements) in each case, actually and reasonably incurred by or on behalf of a Covered Person in connection with either the investigation, defense or appeal of a claim, demand, action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder (collectively, “Expenses”) in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable) the terms of (i) the Delaware Act, (ii) this Agreement, (iii) any other agreement between the Company or any Controlled Entity and the Covered Person pursuant to which the Covered Person is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any Controlled Entity and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership, certificate of qualification or other organizational or governing documents of any Controlled Entity ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Covered Person may have from the Indemnitee-Related Entities. Under no circumstance shall the Company or any Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Covered Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Covered Person or the obligations of the Company or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to the Covered Person in respect of indemnification or advancement of Expenses with respect to any Jointly Indemnifiable Claim, (i) the Company shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (ii) to the extent not previously and fully reimbursed by the Company and/or any Controlled Entity pursuant to clause (i), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Covered Person against the Company and/or any Controlled Entity, as applicable, and (iii) the Covered Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Covered Person agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 10.02(e), entitled to enforce this Section 10.02(e) as though each such Indemnitee-Related Entity were a party to this Agreement. The Company shall cause each of the Controlled Entities to perform the terms and obligations of this Section 10.02(e) as though each such Controlled Entity was the “Company” under this Agreement. For purposes of this Section 10.02(e), the following terms shall have the following meanings: (i) The term “Indemnitee-Related Entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company, any Controlled Entity or the insurer under and pursuant to an insurance policy of the Company or any Controlled Entity) from whom a Covered Person may be entitled to indemnification or advancement of Expenses with respect to which, in whole or in part, the Company or any Controlled Entity may also have an indemnification or advancement obligation.

Exculpation and Indemnification. (a) No Protected Subject to the duties of the Managing Member and Officers set forth in Section 7.01, neither the Managing Member nor any other Covered Person described in clause (iii) of the definition thereof shall be liable liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or any Manager or to any other Member Covered Person for any action taken losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted to be taken by it or by other such Covered Person with respect to in good faith on behalf of the Company. There shall be, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected each Covered Person shall be entitled to rely on written or oral reportsto, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed a presumption that such statements were materially falseCovered Person acted in good faith. (b) To A Covered Person shall be fully protected in relying in good faith upon the fullest extent permitted records of the Company and upon such information, opinions, reports or statements presented to the Company by law, any Person as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence. (c) The Company shall indemnify, defend and hold harmless, protect and defend harmless each Protected Covered Person against any losses, claims, damages or damages, liabilities, expenses (including all reasonable legal fees, costs out-of-pocket fees and expenses incurred in investigating or defending against of counsel and other advisors), judgments, fines, settlements and other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities proceedings, in which such Covered Person may be involved or become subject to, in connection with any matter arising out of or in enforcing connection with the Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount (i) is a Protected Person’s right result of a Covered Person not acting in good faith on behalf of the Company or arose as a result of the willful commission by such Covered Person of any act that is dishonest and materially injurious to indemnification the Company, (ii) results from its contractual obligations under any Reorganization Document to be performed in a capacity other than as a Covered Person or from the breach by such Covered Person of Section 9.04 or (iii) results from the breach by any Member (in such capacity) of its contractual obligations under this Agreement. If any Covered Person becomes involved in any capacity in any action, and suit, proceeding or investigation in connection with any amounts expended matter arising out of or in respect of settlements of connection with the Company’s business or affairs, or this Agreement or any claims approved by the Board related document (collectively, “Liabilities”other than any Reorganization Document), to which any Protected Person may become subject: other than (ix) by reason of any act or omission performed or alleged act or omission (even if negligent) arising out of or omitted by such Covered Person that was not in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, good faith on behalf of the Company, reimburse (and/or advance Company or constituted a willful commission by such Covered Person of an act that is dishonest and materially injurious to the extent reasonably requiredCompany or (y) each Protected as a result of any breach by such Covered Person of Section 9.04, the Company shall reimburse such Covered Person for its reasonable legal or and other costs and reasonable out-of-pocket expenses (including the cost of any investigation and preparation) as incurred) of such Protected Person they are incurred in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2therewith; provided, provided that such Protected Covered Person executes a written undertaking shall promptly repay to repay the Company for the amount of any such reimbursed or advanced costs and expenses paid to it if it is shall be finally judicially determined that such Protected Covered Person is was not entitled to indemnification by, or contribution from, the indemnification provided Company in connection with such action, suit, proceeding or investigation. If for any reason (other than the bad faith of a Covered Person or the willful commission by this Section 4.2. Upon any liquidation such Covered Person of an act that is dishonest and materially injurious to the Company) the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such reimbursements Covered Person as a result of such loss, claim, damage, liability, expense, judgment, fine, settlement or advancement of expenses other amount in such proportion as is appropriate to reflect any relevant equitable considerations. There shall be, and each Covered Person shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderentitled to, a rebuttable presumption that such Covered Person acted in good faith. (d) The provisions obligations of this the Company under Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e11.02(c) Any indemnification under this Section 4.2 or otherwise shall be paid satisfied solely out of and to the extent of the Company’s assets onlyassets, and no Covered Person shall have any personal liability on account thereof. (e) Given that certain Jointly Indemnifiable Claims may arise by reason of the service of a Covered Person to the Company and/or as a director, trustee, officer, partner, member, manager, employee, consultant, fiduciary or agent of other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled by the Company (collectively, the “Controlled Entities”), or by reason of any action alleged to have been taken or omitted in any such capacity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause the Controlled Entities to, be fully and primarily responsible for the payment to the Covered Person in respect of indemnification or advancement of all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements) in each case, actually and reasonably incurred by or on behalf of a Covered Person in connection with either the investigation, defense or appeal of a claim, demand, action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder (collectively, “Expenses”) in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable) the terms of (i) the Delaware Act, (ii) this Agreement, (iii) any other agreement between the Company or any Controlled Entity and the Covered Person pursuant to which the Covered Person is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any Controlled Entity and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership, certificate of qualification or other organizational or governing documents of any Controlled Entity ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Covered Person may have from the Indemnitee-Related Entities. Under no circumstance shall the Company or any Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Covered Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Covered Person or the obligations of the Company or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to the Covered Person in respect of indemnification or advancement of Expenses with respect to any Jointly Indemnifiable Claim, (i) the Company shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (ii) to the extent not previously and fully reimbursed by the Company and/or any Controlled Entity pursuant to clause (i), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Covered Person against the Company and/or any Controlled Entity, as applicable, and (iii) the Covered Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Covered Person agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 11.02(e), entitled to enforce this Section 11.02(e) as though each such Indemnitee-Related Entity were a party to this Agreement. The Company shall cause each of the Controlled Entities to perform the terms and obligations of this Section 11.02(e) as though each such Controlled Entity was the “Company” under this Agreement. For purposes of this Section 11.02(e), the following terms shall have the following meanings:

Exculpation and Indemnification. (a) No Protected Person Neither the Managing Member, any of its officers, directors, members, managers, employees, agents or affiliates, nor any officers, directors, members, managers, employees or agents of affiliates of the Managing Member (each, an “Indemnified Person”) shall be liable to the Company or any Manager or any other Member to the Non-Managing Members for any action taken losses, claims, damages, liabilities or expenses arising from any act or omission performed or omitted to be taken by it in connection with this Agreement or by other Person with respect to the Company’s business or affairs except for any such losses, including any negligent act claims, damages, liabilities or failure to act, except in the case expenses determined by final judgment of a liability resulting from court of competent jurisdiction to have been primarily attributable to such Protected Indemnified Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty misconduct or any intentional fraud. The Managing Member and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person its affiliates may also consult with legal counsel and accountants with in respect to Company of the Company’s affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which that is taken or omitted in good faith, in reliance upon and in accordance with the advice or opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, provided that such Protected Person shall be entitled to rely on written counsel or oral reportsaccountants were engaged, opinionsselected, certificates monitored and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected retained with reasonable care; provided that . Notwithstanding the foregoing provisions of this Section 6.01.(a), no such Protected Person may rely upon such statements if it believed that such statements were materially false.provision of this Agreement shall constitute a waiver or limitation of any Non-Managing Member’s rights under the U.S. federal or state securities laws (b) To The Company shall, to the fullest extent permitted by applicable law, the Company shall indemnify, indemnify and hold harmless, protect and defend harmless each Protected Indemnified Person against any losses, claims, damages or liabilitiesdamages, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), expenses to which any Protected such Indemnified Person may become subject: (i) by reason of subject in connection with any act or omission or alleged act or omission (even if negligent) matter arising out of or in connection with the activities of this Agreement or the Company; (ii) ’s business or affairs, except for any such loss, claim, damage, liability or expense that is determined by reason final judgment of the fact that it is or was acting in connection with the activities a court of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, competent jurisdiction to have been primarily attributable to such Liability results from such Protected Indemnified Person’s own actual fraud, gross negligence, willful misconductmisconduct or fraud. If any Indemnified Person becomes involved in any capacity in any action, bad faith, breach proceeding or investigation in connection with any matter arising out of fiduciary duty, reckless disregard of duty or intentional and material breach of in connection with this Agreement or conduct that is subject the Company’s business or affairs, the Company shall periodically reimburse the Indemnified Person for its legal and other expenses (including the cost of a criminal proceeding (where such Protected Person has reasonable cause to believe any investigation and preparation) incurred in connection therewith; provided that such conduct was unlawful)Indemnified Person shall agree promptly to repay to the Company the amount of any such reimbursed expenses paid to it to the extent that it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the gross negligence, willful misconduct or fraud of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Indemnified Person on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. The Company shall not indemnify an Indemnified Person to the extent the claim or action for which indemnification is sought is a derivative action or any other action brought by a majority of the Non-Managing Members, or an action between or among the Managing Member, the principals or affiliates thereof, or other Indemnified Persons. (c) The Administrator may, on behalf of Managing Member may cause the Company, reimburse (and/or advance Company to purchase and maintain insurance coverage reasonably satisfactory to the extent reasonably required) each Protected Person for reasonable legal or other costs Managing Member that provides the Company with coverage with respect to losses, claims, damages, liabilities and expenses (as incurred) of such Protected Person that would otherwise be obligations associated with indemnification hereunder. The fees and expenses incurred in connection with investigating, preparing to defend obtaining and maintaining any such insurance policy or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expensespolicies, including feesany commissions and premiums, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereundertreated as Operating Expenses. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Person shall The Asset Manager, its Affiliates and their respective Constituent Members, employees, managers, consultants and agents (collectively, the “Manager Indemnified Parties”) will not be liable to Parent, the Company or any Manager of their respective Subsidiaries, the Parent Board, the General Partner, the Company Board or the members, managers or partners of Parent, the Company or any other Member of their respective Subsidiaries for any action taken acts or omitted omissions by any Manager Indemnified Party, pursuant to be taken by it or by other Person in accordance with respect to the Company, including any negligent act or failure to actthis Agreement, except in for any acts or omissions by any Manager Indemnified Party constituting a Bad Act. (b) To the case fullest extent permitted by applicable Law, Company shall and does hereby agree to indemnify and hold harmless and pay all judgments and claims against any Manager Indemnified Party, each of which shall be a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach third party beneficiary of this Agreement solely for purposes of this Section 11, from and against any Loss incurred by them for any act or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs omission taken or suffered by each Manager Indemnified Party (including interpretations of this Agreement) and shall be fully protected and justified in any action act or inaction which is taken omission performed or omitted by any of them in good faith, in faith reliance upon and in accordance with the opinion or advice of experts, including of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation; provided, that such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates Persons were selected and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected monitored with reasonable care; provided ) in connection with in respect of or arising from any acts or omissions of such Manager Indemnified Party made in the performance of this Agreement, except that there shall be no such Protected Person may rely upon such statements if it believed indemnification for (i) any act or omission of a Manager Indemnified Party that such statements were materially falseconstitutes a Bad Act or (ii) any indemnification obligation of the Manager Indemnified Parties pursuant to Section 5.3(b)(iv) of the Parent LP Agreement or the Losses related thereto. (bc) To the fullest extent permitted by lawapplicable Law, Asset Manager shall and does hereby agree to indemnify and hold harmless and pay all judgments and claims against Parent, the Company shall indemnifyand its Subsidiaries and each of their respective Constituent Members, hold harmlessemployees, protect managers, consultants and defend each Protected Person agents (collectively, the “Parent Indemnified Parties” and together with the Manager Indemnified Parties, the “Indemnified Parties”), from and against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses Loss incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended by them in respect of settlements of or arising from any claims approved acts or omissions by the Board (collectively, “Liabilities”), any Manager Indemnified Party pursuant to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection accordance with the activities this Agreement constituting a Bad Act. Each of the Parent Indemnified Parties (excluding the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as shall be a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach third party beneficiary of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person solely for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions purposes of this Section 4.2; provided11. For the avoidance of doubt, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by purposes of this Section 4.2. Upon 11(c), any liquidation Loss in respect of the Company, such reimbursements or advancement of expenses shall be reimbursed arising from an act by the Company to Asset Manager in its capacity as a fiduciary under the Administrator prior to any other distributions hereunderEmployee Retirement Income Security Act of 1974, as amended, and the regulations thereunder shall not constitute a Bad Act. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in Indemnified Party will promptly notify the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless party against whom indemnity is claimed (the “Indemnitor”) of any subsequent amendment to this Agreementclaim for which it seeks indemnification; provided, thathowever, no such amendment shall reduce or restrict that the failure to so notify the Indemnitor will not relieve the Indemnitor from any liability which it may have hereunder, except to the extent such failure actually prejudices the Indemnitor. The Indemnitor shall have the right to which these indemnification provisions apply assume the defense and settlement of such claim; provided, that the Indemnitor notifies the Indemnified Party of its election to actions taken assume such defense and settlement within thirty (30) days after the Indemnified Party gives the Indemnitor notice of the claim. In such case, the Indemnified Party will not settle or omissions made compromise such claim, and the Indemnitor will not be liable for any such settlement made, without its prior written consent. If the Indemnitor is entitled to, and does, assume such defense by delivering the aforementioned notice to the date Indemnified Party, the Indemnified Party will (i) have the right to approve the Indemnitor’s counsel (which approval will not be unreasonably withheld, delayed or conditioned), (ii) be obligated to cooperate in furnishing evidence and testimony and in any other manner in which the Indemnitor may reasonably request, and (iii) be entitled to participate in (but not control) the defense of any such amendmentaction, with its own counsel and at its own expense. In addition, if the Indemnitor assumes such defense, the Indemnitor may settle any such claim without the prior consent of the Indemnified Party if such settlement involves the full release of the Indemnified Party and does not impose any non-monetary remedies and conditions on the Indemnified Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned. (e) Any Expenses reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be subject to a right of indemnification under this pursuant to Section 4.2 11(b) or otherwise Section 11(c) shall be paid out advanced by the Indemnitor prior to the final disposition thereof upon receipt of and an undertaking by or on behalf of such Indemnified Party to repay such amount to the extent that it shall be determined upon final decision, judgment or order (whether or not subject to appeal) that such Indemnified Party is not entitled to be indemnified hereunder. (f) If a claim for indemnification or payment of reasonable expenses hereunder is not paid in full within twenty (20) days after a written notice of claim therefor has been received by the Indemnitor, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim. (g) The indemnification provided by this Section 11 shall be in addition to any other rights to which an Indemnified Party may be entitled under any agreement, pursuant to any action of the Company’s assets only, as a matter of Law or otherwise, and shall continue as to an Indemnified Party who has ceased to serve in such capacity.

Exculpation and Indemnification. (a) No Protected Person Member nor any member, partner, tax matters partner or member, officer or director of the Company or its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any Manager or any other Member for (i) any action taken act or omitted to be taken by it or by other Person with respect omission (in relation to the Company, including this Agreement, any negligent related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or failure omission is in, or is not contrary to, the best interests of the Company and is within the scope of authority granted to actsuch Covered Person, except in the case of a liability resulting unless such act or omission resulted from such Protected Person’s own actual fraud, bad faith, willful misconduct, gross negligence, or a willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject any related document by such Covered Person (as determined in a final non-appealable judgment of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent court of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreementcompetent jurisdiction) and except that nothing herein shall constitute a waiver or limitation of any rights which a Member or the Company may have under applicable securities laws or of any rights under other laws which may not be fully protected and justified in waived or (ii) any action mistake, negligence, dishonesty or inaction which is taken bad faith of any broker or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors agent of the Company or any of its Affiliates selected and monitored thereby with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect indemnify and defend save harmless (but only to the extent of its assets) each Protected Covered Person from and against any losses, and all claims, damages or liabilities, including reasonable legal feesdamages, losses, costs and expenses incurred (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any such lossesclaim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, arising from any and all claims, damages demands, actions, suits or liabilities proceedings, civil, criminal, administrative or investigative, in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by which the Board (collectively, “Liabilities”), to which any Protected Covered Person may become subject: (i) be involved, or threatened to be involved, as a party or otherwise, by reason of any act its management of the affairs of the Company or omission which relates to or alleged act or omission (even if negligent) arising arises out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected its property, business or affairs. A Covered Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may shall not be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 3.4 with respect to any claim, issue or matter in which such Covered Person has engaged in fraud, bad faith, willful misconduct, gross negligence, or a willful breach of this Agreement or any related document by such Covered Person (as determined in a final non-appealable judgment of a court of competent jurisdiction) and regardless nothing herein shall constitute a waiver or limitation of any subsequent amendment rights which a Member or the Company may have under applicable securities laws or of rights under other laws which may not be waived. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding may, with the approval of the Managing Member (not to be unreasonably withheld, delayed or conditioned), from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be determined (in a final non-appealable judgment of a court of competent jurisdiction) that the Covered Person is not entitled to be indemnified as authorized in this Section. (c) To the extent that, at law, in equity or otherwise, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member, such Covered Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement; provided. The provisions of this Agreement, that, no such amendment shall reduce to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity or otherwise, are agreed by the Members to modify to that extent to which these indemnification provisions apply to actions taken or omissions made prior to the date such other duties and liabilities of such amendmentCovered Person. (d) Except as otherwise provided by the Act or as a Member may otherwise expressly agree in writing, the debts, liabilities and obligations of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, liability or obligation of the Company solely by reason of being a Covered Person. (e) Any The indemnification under and advancement of expenses provided by, or granted pursuant to, the foregoing subsections of this Section 4.2 or otherwise shall not be deemed exclusive of and shall be paid out in addition to any other rights to indemnification or advancement of expenses that such Person may be entitled to under any agreement, vote of Members or otherwise. (f) The Company shall, at its expense, purchase and to the extent maintain directors and officers (or similar) insurance on behalf of the Company’s assets onlyCovered Persons on commercially reasonable terms and amounts.

Exculpation and Indemnification. (a) No Protected Person Notwithstanding anything to the contrary in this Agreement, the Managing Member, its members and Affiliates and its and their directors, officers, shareholders, members, trustees and employees (individually and respectively, a “Released Party”) shall not be liable to the Company or any Manager or any other Member to the Members for any action losses, claims, damages or liabilities arising from any act or omission performed or omitted by such Released Party arising out of or in connection with this Agreement or the Company’s business or affairs, except for (i) any such loss, claim, damage or liability attributable to fraud, gross negligence or willful misconduct or material breach of its obligations under this Agreement; or (ii) any such loss, claim, damage or liability attributable to or arising out of or as a result of, any Released Party’s position as an officer, director, trustee or controlling shareholder of the Managing Member or with respect to actions taken or omitted to be taken by it or by other Person with respect them in such capacity. The Managing Member shall, to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by applicable law, indemnify, defend and hold harmless the Company shall indemnify, hold harmless, protect and defend each Protected Person the Members against any losses, claims, damages or liabilitiesliabilities to which the Company or the Members may become subject in connection with (i) the fraud, including reasonable legal feesgross negligence or willful misconduct of a Released Party or material breach of its obligations under this Agreement, costs or (ii) actions or omissions of any Released Party relating to their positions as executive officers, trustees, directors or controlling shareholders of ARA or actions taken or omitted to be taken by them in such capacity. (b) The Company shall, to the fullest extent permitted by applicable law, indemnify, defend and expenses incurred in investigating or defending hold harmless each Released Party against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person such Released Party may become subject: (i) by reason of subject in connection with any act or omission or alleged act or omission (even if negligent) matter arising out of or in connection with the activities of this Agreement or the Company; (ii) by reason of ’s business or affairs, except for any such loss, claim, damage or liability attributable to the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach misconduct or Event of fiduciary duty, reckless disregard Default of duty such Released Party or intentional and material breach of its obligations under this Agreement or conduct that is subject as a result of a criminal any Released Party’s position as an officer, trustee, director or controlling stockholder of the Managing Member or with respect to actions taken by or omitted to be taken by any Released Party in such capacity. If any Released Party becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of or in connection with this Agreement or the Company’s business or affairs, the Company shall reimburse such Released Party for its legal and other expenses (where such Protected Person has reasonable cause to believe including the cost of any investigation and preparation) as they are incurred in connection therewith, provided that such conduct Released Party has agreed to promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Released Party was unlawful)not entitled to be indemnified by the Company in connection with such action, proceeding or investigation. Any such obligation of the Company shall be limited to the assets of the Company and there shall be no personal liability of the Members for any such obligation of the Company. The Managing Member shall cause the Company to use its commercially reasonable efforts to obtain the funds needed to satisfy its indemnification obligations from third parties (for example, pursuant to insurance policies or indemnification arrangements with Investments) before causing the Company to make payments pursuant to Article VIII. Notwithstanding the foregoing, nothing in this Section 8.1(b) shall prohibit the Managing Member from causing the Company to make such payments if the Managing Member determines in its reasonable discretion that the Company is not likely to obtain sufficient funds from such other sources in a timely fashion, or that attempting to obtain such funds would be futile or not in the best interest of the Company. (c) The Administrator mayEach Member covenants for itself and its successors, on behalf assigns, heirs and personal representatives that such Person will, at any time prior to or after dissolution of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal on demand, whether before or other costs and expenses (as incurred) of after such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of Person’s withdrawal from the Company, such reimbursements or advancement of expenses shall be reimbursed by pay to the Company or the Managing Member any amount which the Company or the Managing Member, as the case may be, was legally required to the Administrator prior pay and did pay in respect of taxes (including withholding taxes) imposed upon income of or distributions to any other distributions hereundersuch Member. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Subject to the duties of the Managing Member and Officers set forth in Section 7.01, neither the Managing Member nor any other Covered Person described in clause (iii) of the definition thereof shall be liable liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or any Manager or to any other Member Covered Person for any action taken losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted to be taken by it or by other such Covered Person with respect to in good faith on behalf of the Company. There shall be, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected each Covered Person shall be entitled to rely on written or oral reportsto, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed a presumption that such statements were materially falseCovered Person acted in good faith. (b) To A Covered Person shall be fully protected in relying in good faith upon the fullest extent permitted records of the Company and upon such information, opinions, reports or statements presented to the Company by law, any Person as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence. (c) The Company shall indemnify, defend and hold harmless, protect and defend harmless each Protected Covered Person against any losses, claims, damages or damages, liabilities, expenses (including all reasonable legal fees, costs out-of-pocket fees and expenses incurred in investigating or defending against of counsel and other advisors), judgments, fines, settlements and other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities proceedings, in which such Covered Person may be involved or become subject to, in connection with any matter arising out of or in enforcing connection with the Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount (i) is a Protected Person’s right result of a Covered Person not acting in good faith on behalf of the Company or arose as a result of the willful commission by such Covered Person of any act that is dishonest and materially injurious to indemnification the Company, (ii) results from its contractual obligations under any Reorganization Document to be performed in a capacity other than as a Covered Person or from the breach by such Covered Person of Section 9.01 or (iii) results from the breach by any Member (in such capacity) of its contractual obligations under this Agreement. If any Covered Person becomes involved in any capacity in any action, and suit, proceeding or investigation in connection with any amounts expended matter arising out of or in respect of settlements of connection with the Company’s business or affairs, or this Agreement or any claims approved by the Board related document (collectively, “Liabilities”other than any Reorganization Document), to which any Protected Person may become subject: other than (ix) by reason of any act or omission performed or alleged act or omission (even if negligent) arising out of or omitted by such Covered Person that was not in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, good faith on behalf of the Company, reimburse (and/or advance Company or constituted a willful commission by such Covered Person of an act that is dishonest and materially injurious to the extent reasonably requiredCompany or (y) each Protected as a result of any breach by such Covered Person of Section 9.01, the Company shall reimburse such Covered Person for its reasonable legal or and other costs and reasonable out-of-pocket expenses (including the cost of any investigation and preparation) as incurred) of such Protected Person they are incurred in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2therewith; provided, provided that such Protected Covered Person executes a written undertaking shall promptly repay to repay the Company for the amount of any such reimbursed or advanced costs and expenses paid to it if it is shall be finally judicially determined that such Protected Covered Person is was not entitled to indemnification by, or contribution from, the indemnification provided Company in connection with such action, suit, proceeding or investigation. If for any reason (other than the bad faith of a Covered Person or the willful commission by this Section 4.2. Upon any liquidation such Covered Person of an act that is dishonest and materially injurious to the Company) the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such reimbursements Covered Person as a result of such loss, claim, damage, liability, expense, judgment, fine, settlement or advancement of expenses other amount in such proportion as is appropriate to reflect any relevant equitable considerations. There shall be, and each Covered Person shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderentitled to, a rebuttable presumption that such Covered Person acted in good faith. (d) The provisions obligations of this the Company under Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e11.02(c) Any indemnification under this Section 4.2 or otherwise shall be paid satisfied solely out of and to the extent of the Company’s assets onlyassets, and no Covered Person shall have any personal liability on account thereof. (e) Given that certain Jointly Indemnifiable Claims may arise by reason of the service of a Covered Person to the Company and/or as a director, trustee, officer, partner, member, manager, employee, consultant, fiduciary or agent of other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled by the Company (collectively, the “Controlled Entities”), or by reason of any action alleged to have been taken or omitted in any such capacity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause the Controlled Entities to, be fully and primarily responsible for the payment to the Covered Person in respect of indemnification or advancement of all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements) in each case, actually and reasonably incurred by or on behalf of a Covered Person in connection with either the investigation, defense or appeal of a claim, demand, action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder (collectively, “Expenses”) in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable) the terms of (i) the Delaware Act, (ii) this Agreement, (iii) any other agreement between the Company or any Controlled Entity and the Covered Person pursuant to which the Covered Person is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any Controlled Entity and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership, certificate of qualification or other organizational or governing documents of any Controlled Entity ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Covered Person may have from the Indemnitee-Related Entities. Under no circumstance shall the Company or any Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Covered Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Covered Person or the obligations of the Company or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to the Covered Person in respect of indemnification or advancement of Expenses with respect to any Jointly Indemnifiable Claim, (i) the Company shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity,

Exculpation and Indemnification. (a) No Protected Person shall be liable to the Company or any the Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the BoardManager, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board Manager (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator Manager may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator Manager prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Subject to the duties of the Managing Member and Officers set forth in Section 7.04, neither the Managing Member nor any other Covered Person described in clause (iii) of the definition thereof shall be liable liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or any Manager or to any other Member Covered Person for any action taken losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted to be taken by it or by other such Covered Person with respect to in good faith on behalf of the Company. There shall be, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected each Covered Person shall be entitled to rely on written or oral reportsto, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed a presumption that such statements were materially falseCovered Person acted in good faith. (b) To A Covered Person shall be fully protected in relying in good faith upon the fullest extent permitted records of the Company and upon such information, opinions, reports or statements presented to the Company by law, any Person as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence. (c) The Company shall indemnify, defend and hold harmless, protect and defend harmless each Protected Covered Person against any losses, claims, damages or damages, liabilities, expenses (including all reasonable legal fees, costs out-of-pocket fees and expenses incurred in investigating or defending against of counsel and other advisors), judgments, fines, settlements and other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities or proceedings, in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected such Covered Person may be involved or become subject: (i) by reason of subject to, in connection with any act or omission or alleged act or omission (even if negligent) matter arising out of or in connection with the activities Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount (i) is as a result of a Covered Person not acting in good faith on behalf of the Company; Company or arose as a result of the willful commission by such Covered Person of any act that is dishonest and materially injurious to the Company or (ii) results from the breach by any Member (in such capacity) of its contractual obligations under this Agreement. If any Covered Person becomes involved in any capacity in any action, suit, proceeding or investigation in connection with any matter arising out of or in connection with the Company’s business or affairs, or this Agreement or any related document, other than by reason of a Covered Person not acting in good faith on behalf of the Company or by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent willful commission by such Covered Person of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct act that is subject of a criminal proceeding (where such Protected Person has reasonable cause dishonest and materially injurious to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, the Company shall reimburse such Covered Person for its reasonable legal and other reasonable out-of-pocket expenses (and/or advance including the cost of any investigation and preparation) as they are incurred in connection therewith; provided that such Covered Person shall promptly repay to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) Company the amount of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses paid to it if it is shall be finally judicially determined that such Protected Covered Person is was not entitled to indemnification by, or contribution from, the indemnification provided Company in connection with such action, suit, proceeding or investigation. If for any reason (other than by this Section 4.2. Upon any liquidation reason of a Covered Person not acting in good faith on behalf of the Company or by reason of the willful commission by such Covered Person of any act that is dishonest and materially injurious to the Company) the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such reimbursements Covered Person as a result of such loss, claim, damage, liability, expense, judgment, fine, settlement or advancement of expenses other amount in such proportion as is appropriate to reflect any relevant equitable considerations. There shall be, and each Covered Person shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderentitled to, a rebuttable presumption that such Covered Person acted in good faith. (d) The provisions obligations of this the Company under Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e9.02(c) Any indemnification under this Section 4.2 or otherwise shall be paid satisfied solely out of and to the extent of the Company’s assets onlyassets, and no Covered Person shall have any personal liability on account thereof. (e) Given that certain Jointly Indemnifiable Claims may arise by reason of the service of a Covered Person to the Company or as a director, trustee, officer, partner, member, manager, employee, consultant, fiduciary or agent of other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled by the Company (collectively, the “Controlled Entities”), or by reason of any action alleged to have been taken or omitted in any such capacity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause the Controlled Entities to, be fully and primarily responsible for the payment to the Covered Person in respect of indemnification or advancement of all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements) in each case, actually and reasonably incurred by or on behalf of a Covered Person in connection with either the investigation, defense or appeal of a claim, demand, action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder (collectively, “Expenses”) in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable) the terms of (i) the Michigan Act, (ii) this Agreement, (iii) any other agreement between the Company or any Controlled Entity and the Covered Person pursuant to which the Covered Person is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any Controlled Entity or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership, certificate of qualification or other organizational or governing documents of any Controlled Entity ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Covered Person may have from the Indemnitee-Related Entities. Under no circumstance shall the Company or any Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Covered Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Covered Person or the obligations of the Company or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to the Covered Person in respect of indemnification or advancement of Expenses with respect to any Jointly Indemnifiable Claim, (i) the Company shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (ii) to the extent not previously and fully reimbursed by the Company or any Controlled Entity pursuant to clause (i), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Covered Person against the Company or any Controlled Entity, as applicable, and (iii) the Covered Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Covered Person agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 9.02(e), entitled to enforce this Section 9.02(e) as though each such Indemnitee-Related Entity were a party to this Agreement. The Company shall cause each of the Controlled Entities to perform the terms and obligations of this Section 9.02(e) as though each such Controlled Entity was the “Company” under this Agreement. For purposes of this Section 9.02(e), the following terms shall have the following meanings: (i) The term “Indemnitee-Related Entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company, any Controlled Entity or the insurer under and pursuant to an insurance policy of the Company or any Controlled Entity) from whom a Covered Person may be entitled to indemnification or advancement of Expenses with respect to which, in whole or in part, the Company or any Controlled Entity may also have an indemnification or advancement obligation.

Exculpation and Indemnification. (a) No Protected Person shall be liable to the Company or any the Manager or any other Member for any action taken or omitted to be taken by it or by any other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the BoardManager, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided provided, that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board Manager (collectively, “LiabilitiesDamages”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, by itself, create a presumption that such Protected Person’s conduct constituted actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any material breach of this Agreement or the commission of a crime, except a judgment, order or conviction that expressly provides that such Protected Person’s conduct constituted actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any material breach of this Agreement or the commission of a crime. (c) The Administrator Manager may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities Damages for which the Protected Person may be indemnified pursuant to this Section 4.2 5.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.25.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.25.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator Manager prior to any other distributions hereunder. (d) The provisions of this Section 4.2 5.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 5.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 5.2 or otherwise shall be paid out of and to the extent of the Company’s assets onlyor insurance maintained by the Company for such purposes.

Exculpation and Indemnification. (a) No Protected Subject to the duties of the Managing Member and the Officers set forth in Section 6.04 and any employment agreement and/or restrictive covenants agreement with the Company as in effect from time to time (collectively, the “Specified Covenants”), neither the Managing Member nor any other Covered Person shall be liable liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or any Manager or to any other Member Covered Person for any action taken losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted to be taken by it or by other such Covered Person with respect to in good faith on behalf of the Company. There shall be, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected each Covered Person shall be entitled to rely on written or oral reportsto, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed a presumption that such statements were materially falseCovered Person acted in good faith. (b) To A Covered Person shall be fully protected in relying in good faith upon the fullest extent permitted records of the Company and upon such information, opinions, reports or statements presented to the Company by law, any Person as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence. (i) The Company shall indemnify, defend and hold harmless, protect and defend harmless each Protected Covered Person against any losses, claims, damages or damages, liabilities, expenses (including all reasonable legal fees, costs fees and expenses incurred in investigating or defending against of counsel), judgments, fines, settlements and other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities proceedings, in which such Covered Person may be involved or become subject to, in connection with any matter arising out of or in enforcing connection with the Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount is as a Protected Person’s right to indemnification under this Agreement, and any amounts expended result of a Covered Person not acting in respect good faith on behalf of settlements the Company or arose as a result of the willful commission by such Covered Person of any claims approved act that is dishonest and materially injurious to the Company or (ii) results from its contractual obligations under any Transaction Agreement to be performed in a capacity other than as a Covered Person or results from a breach by such Covered Person of a Specified Covenant. If any Covered Person becomes involved in any capacity in any action, suit, proceeding or investigation in connection with any matter arising out of or in connection with the Board Company’s business or affairs, or this Agreement or any related document (collectively, “Liabilities”other than any Transaction Agreement), to which any Protected Person may become subject: other than (ix) by reason of any act or omission performed or alleged act or omission (even if negligent) arising out of or omitted by such Covered Person that was not in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, good faith on behalf of the Company or constituted a willful commission by such Covered Person of an act that is dishonest and materially injurious to the Company, or (y) as a result of any breach by such Covered Person of a Specified Covenant, the Company shall reimburse (and/or advance to the extent reasonably required) each Protected such Covered Person for its reasonable legal or and other costs and reasonable out-of-pocket expenses (including the cost of any investigation and preparation) as incurred) of such Protected Person they are incurred in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2therewith; provided, that such Protected Covered Person executes a written undertaking shall promptly repay to repay the Company for the amount of any such reimbursed or advanced costs and expenses paid to it if it is shall be finally judicially determined that such Protected Covered Person is was not entitled to indemnification by, or contribution from, the indemnification provided Company in connection with such action, suit, proceeding or investigation. If for any reason (other than the bad faith of a Covered Person or the willful commission by this Section 4.2. Upon any liquidation such Covered Person of an act that is dishonest and materially injurious to the Company) the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such reimbursements Covered Person as a result of such loss, claim, damage, liability, expense, judgment, fine, settlement or advancement of expenses other amount in such proportion as is appropriate to reflect any relevant equitable considerations. There shall be, and each Covered Person shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderentitled to, a rebuttable presumption that such Covered Person acted in good faith. (di) The provisions obligations of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification Company under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e10.02(c) Any indemnification under this Section 4.2 or otherwise shall be paid satisfied solely out of and to the extent of the Company’s assets onlyassets, and no Covered Person shall have any personal liability on account thereof. (ii) Given that certain Jointly Indemnifiable Claims may arise by reason of the service of a Covered Person to the Company and/or as a director, trustee, officer, partner, member, manager, employee, consultant, fiduciary or agent of other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled by the Company (collectively, the “Controlled Entities”), or by reason of any action alleged to have been taken or omitted in any such capacity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause the Controlled Entities to, be fully and primarily responsible for the payment to the Covered Person in respect of indemnification or advancement of all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements) in each case, actually and reasonably incurred by or on behalf of a Covered Person in connection with either the investigation, defense or appeal of a claim, demand, action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder (collectively, “Expenses”) in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable) the terms of (A) the Delaware Act, (B) this Agreement, (C) any other agreement between the Company or any Controlled Entity and the Covered Person pursuant to which the Covered Person is indemnified, (D) the Laws of the jurisdiction of incorporation or organization of any Controlled Entity and/or (E) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership, certificate of qualification or other organizational or governing documents of any Controlled Entity ((A) through (E) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Covered Person may have from the Indemnitee-Related Entities. Under no circumstance shall the Company or any Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Covered Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Covered Person or the obligations of the Company or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to the Covered Person in respect of indemnification or advancement of Expenses with respect to any Jointly Indemnifiable Claim, (x) the Company shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by the Company and/or any Controlled Entity pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Covered Person against the Company and/or any Controlled Entity, as applicable, and (z) the Covered Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Covered Person agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 10.02(c), entitled to enforce this Section 10.02(c) as though each such Indemnitee-Related Entity were a party to this Agreement. The Company shall cause each of the Controlled Entities to perform the terms and obligations of this Section 10.02(c) as though each such Controlled Entity was the “Company” under this Agreement. For purposes of this Section 10.02(c), the following terms shall have the following meanings:

Exculpation and Indemnification. (a) No Protected Person The Member shall not be liable to the Company Issuer, the Co-Issuer, any holder of the Notes, any holder of the Preferred Shares, any holder of ordinary shares of the Issuer or any the Collateral Manager or any other Member (i) for any action losses incurred as a result of the actions taken or omitted to be taken by it or by other Person with respect the Member pursuant to the Company, including any negligent act provisions of this Exhibit B-2 or failure to actthe Advisory Committee Guidelines, except in that the case Member may be so liable to the extent such losses are the result of a liability resulting from such Protected Person’s own actual fraud, gross negligence, acts or omissions constituting willful misconduct, bad faith, breach fraud or gross negligence by the Member in the performance of fiduciary duty, reckless disregard its obligations hereunder or under the Advisory Committee Guidelines or (ii) for the acts or omissions of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent other member of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falseAdvisory Committee. (b) To The Issuer shall indemnify the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this AgreementMember for, and hold the Member harmless against, any amounts expended in respect of settlements of any claims approved by the Board loss, liability or expense (collectively, “Liabilities”), to which any Protected Person may become subject: (iincluding without limitation reasonable attorneys’ fees and expenses) by reason of any act or omission or alleged act or omission (even if negligent) incurred arising out of or in connection with the activities Member’s service as a member of the Company; (ii) by reason Advisory Committee, including the costs and expenses of the fact that it is defense against any claim or was acting liability in connection with the activities exercise or performance of any of its powers or duties hereunder (collectively, “Losses”); provided, however, that the Company in Issuer shall not indemnify the Member for any capacity or that it is or was serving at the request of the Company Losses incurred as a partner, shareholder, member, director, officer, employee, result of acts or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, omissions constituting willful misconduct, bad faith, breach fraud or gross negligence by the Member in the performance of fiduciary duty, reckless disregard of duty its obligations hereunder or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)under the Advisory Committee Guidelines. (c) The Administrator mayIf any action shall be instituted involving the Member for which indemnification hereunder may be applicable, on behalf such Member shall promptly notify the Issuer and the Collateral Manager in writing and the Issuer shall have the right to retain counsel reasonably satisfactory to the Issuer and the Collateral Manager to represent the Member and any others the Issuer may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, the Member shall have the right to retain individual counsel, but the fees and expenses of such counsel shall be at the expense of the Company, reimburse Member unless (and/or advance i) the Issuer and the Member shall have agreed to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) retention of such Protected Person counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include the Member and the Issuer and representation of all such parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Issuer shall not, in connection with investigatingany proceeding or related proceedings in the same jurisdiction, preparing to defend or defending any claim, lawsuit or other proceeding relating be liable for the fees and expenses of more than one separate firm (in addition to any Liabilities local counsel) for which the Protected Person may be indemnified pursuant to this Section 4.2 Member and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation other members of the CompanyAdvisory Committee, and that all such reimbursements or advancement of reasonable fees and expenses shall be reimbursed by as they are incurred. The Issuer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the Company plaintiff, the Issuer agrees, subject to the Administrator limitations noted herein, to indemnify the Member from and against any loss or liability by reason of such settlement or judgment. The Issuer shall not, without the prior written consent of the Member, effect any settlement of any pending or threatened proceeding in respect of which the Member is or is likely to have been a party, unless such settlement includes an unconditional release of the Member from all liability on claims that are the subject matter of such proceeding. Notwithstanding the foregoing, if any other distributions hereunder. (d) The provisions person shall pay the Member any amount of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity indemnification pursuant to which this Paragraph 3, such Protected Person became entitled person shall succeed to indemnification under the rights of the Issuer, to the exclusion of the Issuer, set forth in this Section 4.2 Paragraph 3(c) (including, but not limited to, the right of the Issuer to retain counsel to represent the Member in any related proceeding and regardless to effect any settlement of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce related pending or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendmentthreatened proceeding). (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Subject to the duties of the Managing Member and Officers set forth in Section 7.04, neither the Managing Member nor any other Covered Person described in clause (iii) of the definition thereof shall be liable liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or any Manager or to any other Member Covered Person for any action taken losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted to be taken by it or by other such Covered Person with respect to in good faith on behalf of the Company. There shall be, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected each Covered Person shall be entitled to rely on written or oral reportsto, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed a presumption that such statements were materially falseCovered Person acted in good faith. (b) To A Covered Person shall be fully protected in relying in good faith upon the fullest extent permitted records of the Company and upon such information, opinions, reports or statements presented to the Company by law, any Person as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence. (c) The Company shall indemnify, defend and hold harmless, protect and defend harmless each Protected Covered Person against any losses, claims, damages or damages, liabilities, expenses (including all reasonable legal fees, costs out-of-pocket fees and expenses incurred in investigating or defending against of counsel and other advisors), judgments, fines, settlements and other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities or proceedings, in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected such Covered Person may be involved or become subject: (i) by reason of subject to, in connection with any act or omission or alleged act or omission (even if negligent) matter arising out of or in connection with the activities Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount (i) is as a result of a Covered Person not acting in good faith on behalf of the Company or arose as a result of the willful commission by such Covered Person of any act that is dishonest and materially injurious to the Company; , (ii) results from its contractual obligations under any Reorganization Document to be performed in a capacity other than as a Covered Person or from the breach by such Covered Person of Section 9.01 or (iii) results from the breach by any Member (in such capacity) of its contractual obligations under this Agreement. If any Covered Person becomes involved in any capacity in any action, suit, proceeding or investigation in connection with any matter arising out of or in connection with the Company’s business or affairs, or this Agreement or any related document, other than by reason of a Covered Person not acting in good faith on behalf of the Company or by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent willful commission by such Covered Person of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct act that is subject of a criminal proceeding (where such Protected Person has reasonable cause dishonest and materially injurious to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, the Company shall reimburse such Covered Person for its reasonable legal and other reasonable out-of-pocket expenses (and/or advance including the cost of any investigation and preparation) as they are incurred in connection therewith; provided that such Covered Person shall promptly repay to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) Company the amount of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses paid to it if it is shall be finally judicially determined that such Protected Covered Person is was not entitled to indemnification by, or contribution from, the indemnification provided Company in connection with such action, suit, proceeding or investigation. If for any reason (other than by this Section 4.2. Upon any liquidation reason of a Covered Person not acting in good faith on behalf of the Company or by reason of the willful commission by such Covered Person of any act that is dishonest and materially injurious to the Company) the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such reimbursements Covered Person as a result of such loss, claim, damage, liability, expense, judgment, fine, settlement or advancement of expenses other amount in such proportion as is appropriate to reflect any relevant equitable considerations. There shall be, and each Covered Person shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderentitled to, a rebuttable presumption that such Covered Person acted in good faith. (d) The provisions obligations of this the Company under Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e10.02(c) Any indemnification under this Section 4.2 or otherwise shall be paid satisfied solely out of and to the extent of the Company’s assets onlyassets, and no Covered Person shall have any personal liability on account thereof. (e) Given that certain Jointly Indemnifiable Claims may arise by reason of the service of a Covered Person to the Company or as a director, trustee, officer, partner, member, manager, employee, consultant, fiduciary or agent of other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled by the Company (collectively, the “Controlled Entities”), or by reason of any action alleged to have been taken or omitted in any such capacity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause the Controlled Entities to, be fully and primarily responsible for the payment to the Covered Person in respect of indemnification or advancement of all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements) in each case, actually and reasonably incurred by or on behalf of a Covered Person in connection with either the investigation, defense or appeal of a claim, demand, action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder (collectively, “Expenses”) in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable) the terms of (i) the Delaware Act, (ii) this Agreement, (iii) any other agreement between the Company or any Controlled Entity and the Covered Person pursuant to which the Covered Person is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any Controlled Entity or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership, certificate of qualification or other organizational or governing documents of any Controlled Entity ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Covered Person may have from the Indemnitee-Related Entities. Under no circumstance shall the Company or any Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Covered Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Covered Person or the obligations of the Company or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to the Covered Person in respect of indemnification or advancement of Expenses with respect to any Jointly Indemnifiable Claim, (i) the Company shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (ii) to the extent not previously and fully reimbursed by the Company or any Controlled Entity pursuant to clause (i), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Covered Person against the Company or any Controlled Entity, as applicable, and (iii) the Covered Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Covered Person agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 10.02(e), entitled to enforce this Section 10.02(e) as though each such Indemnitee-Related Entity were a party to this Agreement. The Company shall cause each of the Controlled Entities to perform the terms and obligations of this Section 10.02(e) as though each such Controlled Entity was the “Company” under this Agreement. For purposes of this Section 10.02(e), the following terms shall have the following meanings: (i) The term “Indemnitee-Related Entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company, any Controlled Entity or the insurer under and pursuant to an insurance policy of the Company or any Controlled Entity) from whom a Covered Person may be entitled to indemnification or advancement of Expenses with respect to which, in whole or in part, the Company or any Controlled Entity may also have an indemnification or advancement obligation.

Exculpation and Indemnification. (a) No Protected Subject to the duties of the Managing Member and Officers set forth in Section 7.07, neither the Managing Member nor any other Covered Person described in clause (iii) of the definition thereof shall be liable liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or any Manager or to any other Member Covered Person for any action taken losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted to be taken by it or by other such Covered Person with respect to in good faith on behalf of the Company. There shall be, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected each Covered Person shall be entitled to rely on written or oral reportsto, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed a presumption that such statements were materially falseCovered Person acted in good faith. (b) To A Covered Person shall be fully protected in relying in good faith upon the fullest extent permitted records of the Company and upon such information, opinions, reports or statements presented to the Company by law, any Person as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence. (c) The Company shall indemnify, defend and hold harmless, protect and defend harmless each Protected Covered Person against any losses, claims, damages or damages, liabilities, expenses (including all reasonable legal fees, costs out-of-pocket fees and expenses incurred in investigating or defending against of counsel and other advisors), judgments, fines, settlements and other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities proceedings, in which such Covered Person may be involved or become subject to, in connection with any matter arising out of or in enforcing connection with the Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount (i) is as a Protected Person’s right result of a Covered Person not acting in good faith on behalf of the Company or arose as a result of the willful commission by such Covered Person of any act that is dishonest and materially injurious to indemnification the Company, (ii) results from its contractual obligations under any MTH Transaction Document, the Equity Redemption and Purchase Agreement or any Reorganization Document to be performed in a capacity other than as a Covered Person or from the breach by such Covered Person of Section 9.04 or (iii) results from the breach by any Member (in such capacity) of its contractual obligations under this Agreement. If any Covered Person becomes involved in any capacity in any action, suit, proceeding or investigation in connection with any matter arising out of or in connection with the Company’s business or affairs, or this Agreement or any related document (other than any MTH Transaction Document, the Equity Redemption and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”Purchase Agreement or Reorganization Document), to which any Protected Person may become subject: other than (ix) by reason of any act or omission performed or alleged act or omission (even if negligent) arising out of or omitted by such Covered Person that was not in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, good faith on behalf of the Company, reimburse (and/or advance Company or constituted a willful commission by such Covered Person of an act that is dishonest and materially injurious to the extent reasonably requiredCompany or (y) each Protected as a result of any breach by such Covered Person of Section 9.04, the Company shall reimburse such Covered Person for its reasonable legal or and other costs and reasonable out-of-pocket expenses (including the cost of any investigation and preparation) as incurred) of such Protected Person they are incurred in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2therewith; provided, provided that such Protected Covered Person executes a written undertaking shall promptly repay to repay the Company for the amount of any such reimbursed or advanced costs and expenses paid to it if it is shall be finally judicially determined that such Protected Covered Person is was not entitled to indemnification by, or contribution from, the indemnification provided Company in connection with such action, suit, proceeding or investigation. If for any reason (other than the bad faith of a Covered Person or the willful commission by this Section 4.2. Upon any liquidation such Covered Person of an act that is dishonest and materially injurious to the Company) the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such reimbursements Covered Person as a result of such loss, claim, damage, liability, expense, judgment, fine, settlement or advancement of expenses other amount in such proportion as is appropriate to reflect any relevant equitable considerations. There shall be, and each Covered Person shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderentitled to, a rebuttable presumption that such Covered Person acted in good faith. (d) The provisions obligations of this the Company under Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e10.02(c) Any indemnification under this Section 4.2 or otherwise shall be paid satisfied solely out of and to the extent of the Company’s assets onlyassets, and no Covered Person shall have any personal liability on account thereof. (e) Given that certain Jointly Indemnifiable Claims may arise by reason of the service of a Covered Person to the Company and/or as a director, trustee, officer, partner, member, manager, employee, consultant, fiduciary or agent of other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled by the Company (collectively, the “Controlled Entities”), or by reason of any action alleged to have been taken or omitted in any such capacity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause the Controlled Entities to, be fully and primarily responsible for the payment to the Covered Person in respect of indemnification or advancement of all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements) in each case, actually and reasonably incurred by or on behalf of a Covered Person in connection with either the investigation, defense or appeal of a claim, demand, action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder (collectively, “Expenses”) in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable) the terms of (i) the Delaware Act, (ii) this Agreement, (iii) any other agreement between the Company or any Controlled Entity and the Covered Person pursuant to which the Covered Person is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any Controlled Entity and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership, certificate of qualification or other organizational or governing documents of any Controlled Entity ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Covered Person may have from the Indemnitee-Related Entities. Under no circumstance shall the Company or any Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Covered Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Covered Person or the obligations of the Company or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to the Covered Person in respect of indemnification or advancement of Expenses with respect to any Jointly Indemnifiable Claim, (i) the Company shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (ii) to the extent not previously and fully reimbursed by the Company and/or any Controlled Entity pursuant to clause (i), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Covered Person against the Company and/or any Controlled Entity, as applicable, and (iii) the Covered Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Covered Person agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 10.02(e), entitled to enforce this Section 10.02(e) as though each such Indemnitee-Related Entity were a party to this Agreement. The Company shall cause each of the Controlled Entities to perform the terms and obligations of this Section 10.02(e) as though each such Controlled Entity was the “Company” under this Agreement. For purposes of this Section 10.02(e), the following terms shall have the following meanings: (i) The term “Indemnitee-Related Entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company, any Controlled Entity or the insurer under and pursuant to an insurance policy of the Company or any Controlled Entity) from whom a Covered Person may be entitled to indemnification or advancement of Expenses with respect to which, in whole or in part, the Company or any Controlled Entity may also have an indemnification or advancement obligation.

Exculpation and Indemnification. (a) No Protected Person Member nor any member, partner, tax matters partner, officer or director of the Company or its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any Manager or any other Member for (i) any action taken act or omitted to be taken by it or by other Person with respect omission (in relation to the Company, including this Agreement, the Admission Letter, any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty related document or any intentional and material breach of this Agreement transaction or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreementinvestment contemplated hereby or thereby) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon faith by a Covered Person and in accordance with the opinion reasonable belief that such act or advice of such counsel omission is in, or accountants. In determining whether a Protected Person acted with is not contrary to, the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors best interests of the Company selected with reasonable care; provided that no and is within the scope of authority granted to such Protected Person may rely upon such statements if it believed Covered Person, unless a court of competent jurisdictions determines pursuant to a final non-appealable judgment that such statements were materially falseact or omission resulted from fraud, bad faith, willful misconduct, or gross negligence or (ii) any mistake, negligence, dishonesty or bad faith of any futures commission merchant, other broker or other agent of the Company. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect indemnify and defend save harmless (but only to the extent of its assets) each Protected Covered Person from and against any losses, and all claims, damages or liabilities, including reasonable legal feesdamages, losses, costs and expenses incurred (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal, accounting or other costs and reasonable expenses of investigating or defending against any such lossesclaim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, arising from any and all claims, damages demands, actions, suits or liabilities proceedings, civil, criminal, administrative or investigative, in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by which the Board (collectively, “Liabilities”), to which any Protected Covered Person may become subject: (i) be involved, or threatened to be involved, as a party or otherwise, by reason of any act its management of the affairs of the Company or omission which relates to or alleged act or omission (even if negligent) arising arises out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected its property, business or affairs. A Covered Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may shall not be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless 3.3 with respect to any claim, issue or matter if a court of competent jurisdiction determines pursuant to a final non-appealable judgment that such Covered Person has engaged in fraud, bad faith, willful misconduct or gross negligence by such Covered Person. To the fullest extent permitted by law, all expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall be paid by the Company in advance of the final disposition of any subsequent amendment such action, proceeding or claim upon receipt of an undertaking by or on behalf of the Covered Person seeking advancement to this Agreement; provided, that, no such amendment shall reduce repay the amount advanced should it ultimately be determined that the Covered Person was not entitled to be indemnified hereunder or restrict under the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendmentAct. (ec) Any indemnification under this Section 4.2 Except as otherwise provided by the Act or as a Member may otherwise shall be paid out of expressly agree in writing, the debts, liabilities and to the extent obligations of the Company’s assets only, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, liability or obligation of the Company solely by reason of being a Covered Person.

Exculpation and Indemnification. (a) No Protected Person shall be liable Subject to the duties of officers set forth in Section 2.02 and from time to time any employment agreement and restrictive covenants agreement with the Company (the “Specified Covenants”), none of the Company’s or the Managing Member’s directors, officers, owners, employees, agents or representatives shall have any Manager liability, responsibility or any other Member for any action taken accountability in damages or omitted to be taken by it or by other Person with respect otherwise to the Managing Member or the Company for, and the Company agrees to indemnify, pay, protect and hold harmless the Managing Member and the Company’s respective directors, including any negligent act officers, owners, members, employees, agents or failure to actrepresentatives (collectively, except in the case of a liability resulting “Indemnified Parties”) from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Boardagainst, any Protected Person may consult with legal counsel and accountants with respect to Company affairs all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including interpretations including, without limitation, all reasonable costs and expenses of this Agreementattorneys, defense, appeal and settlement of any and all suits, actions or proceedings instituted or threatened against the Indemnified Parties or the Company) and shall all costs of investigation in connection therewith which may be fully protected and justified imposed on, incurred by, or asserted against the Indemnified Parties or the Company in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with on the opinion or advice part of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was an Indemnified Party when acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse unless such liability, obligation, loss, damage, penalty or other amount (and/or advance i) is as a result of an Indemnified Party not acting in good faith on behalf of the Company or arose as a result of the willful commission by such Indemnified Party of any act that is dishonest and materially injurious to the extent reasonably requiredCompany, or (ii) each Protected Person for reasonable legal results from its contractual obligations under the Transaction Agreement or any Ancillary Agreement to be performed in a capacity other than as an Indemnified Party or results from a breach by such Indemnified Party of a Specified Covenant. Notwithstanding the foregoing or anything to the contrary herein, nothing herein or in any subsequent amendment, supplement or other modification hereto shall reduce the protections conferred upon or available to an Indemnified Party (including, without limitation, in respect of indemnification, exculpation or any other similar right or privilege) under the organizational documents of the Company in effect at the time of any applicable action or omission. (b) The provision of advances from the Company’s funds to an Indemnified Party for legal expenses and other costs incurred as a result of any legal action or proceeding is permissible if (i) such suit, action or proceeding relates to or arises out of, or is alleged to relate to or arise out of, any action or inaction on the part of the Indemnified Party in the performance of his, her or its duties or provision of his, her or its services on behalf of the Company (other than as set forth in Section 5.01(a)); and expenses (as incurredii) of such Protected Person in connection with investigating, preparing the Indemnified Party undertakes to defend or defending repay any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified funds advanced pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person 5.01(b) in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains cases in the position or capacity pursuant to which such Protected Person became Indemnified Party would not be entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification 5.01(a). If advances are permissible under this Section 4.2 5.01(b), the Indemnified Party shall furnish the Company with an undertaking as set forth in clause (ii) of this paragraph and shall thereafter have the right to bill the Company for, or otherwise request the Company to pay, at any time after such Indemnified Party shall be paid out of become obligated to make payment therefor, any and all amounts for which such Indemnified Party is entitled to indemnification under Section 5.01(a). The Company shall pay any and all such bills and honor any and all such requests for payment within 45 days after such bill or request is received by the extent of Company and the Company’s assets onlyrights to repayment of such amounts shall be secured by the Indemnified Party’ s interest in the Company.

Exculpation and Indemnification. (a) No Protected Person shall be liable Subject to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Companyprovisions of Section 20(d), including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To shall indemnify, to the fullest extent permitted by law, the Company shall indemnifyany Person who was or is a party or is threatened to be made a party to any threatened, hold harmlesspending or completed action, protect and defend each Protected Person against any lossessuit or proceeding, claimswhether civil, damages criminal, administrative or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) investigative by reason of the fact that it such Person is or was acting in connection with the activities a Member, Special Member, Officer, director, controlling person, employee, legal representative or agent of the Company in any capacity Company, or that it is or was serving at the request of the Company as a partner, shareholder, membermanager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any Person; unlessand all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such Liability results from brought by or in the right of the Company) suffered or incurred by such Protected Person’s own actual fraudIndemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, gross negligence“Indemnifiable Losses”), willful misconduct, bad faith, breach if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of fiduciary duty, reckless disregard of duty or intentional the Company and material breach not in violation of this Agreement or conduct that is subject of Agreement, and, with respect to a criminal proceeding (where such Protected Person has action or proceeding, had no reasonable cause to believe that such Person’s conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed shall have no obligation to indemnify or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company’s assets onlyCompany by the Member.

Exculpation and Indemnification. (a) No Protected Person The Member shall not be liable to the Company Issuer, the Co-Issuer, any holder of the Notes, any holder of the Preferred Shares, any holder of ordinary shares of the Issuer or any the Collateral Manager or any other Member (i) for any action losses incurred as a result of the actions taken or omitted to be taken by it or by other Person with respect the Member pursuant to the Company, including any negligent act provisions of this Exhibit B-1 or failure to actthe Advisory Committee Guidelines, except in that the case Member may be so liable to the extent such losses are the result of a liability resulting from such Protected Person’s own actual fraud, gross negligence, acts or omissions constituting willful misconduct, bad faith, breach fraud or gross negligence by the Member in the performance of fiduciary duty, reckless disregard its obligations hereunder or under the Advisory Committee Guidelines or (ii) for the acts or omissions of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent other member of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falseAdvisory Committee. (b) To The Issuer shall indemnify the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this AgreementMember for, and hold the Member harmless against, any amounts expended in respect of settlements of any claims approved by the Board loss, liability or expense (collectively, “Liabilities”), to which any Protected Person may become subject: (iincluding without limitation reasonable attorneys’ fees and expenses) by reason of any act or omission or alleged act or omission (even if negligent) incurred arising out of or in connection with the activities Member’s service as a member of the Company; (ii) by reason Advisory Committee, including the costs and expenses of the fact that it is defense against any claim or was acting liability in connection with the activities exercise or performance of any of its powers or duties hereunder (collectively, “Losses”); provided, however, that the Company in Issuer shall not indemnify the Member for any capacity or that it is or was serving at the request of the Company Losses incurred as a partner, shareholder, member, director, officer, employee, result of acts or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, omissions constituting willful misconduct, bad faith, breach fraud or gross negligence by the Member in the performance of fiduciary duty, reckless disregard of duty its obligations hereunder or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)under the Advisory Committee Guidelines. (c) The Administrator mayIf any action shall be instituted involving the Member for which indemnification hereunder may be applicable, on behalf such Member shall promptly notify the Issuer and the Collateral Manager in writing and the Issuer shall have the right to retain counsel reasonably satisfactory to the Issuer and the Collateral Manager to represent the Member and any others the Issuer may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, the Member shall have the right to retain individual counsel, but the fees and expenses of such counsel shall be at the expense of the Company, reimburse Member unless (and/or advance i) the Issuer and the Member shall have agreed to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) retention of such Protected Person counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include the Member and the Issuer and representation of all such parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Issuer shall not, in connection with investigatingany proceeding or related proceedings in the same jurisdiction, preparing to defend or defending any claim, lawsuit or other proceeding relating be liable for the fees and expenses of more than one separate firm (in addition to any Liabilities local counsel) for which the Protected Person may be indemnified pursuant to this Section 4.2 Member and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation other members of the CompanyAdvisory Committee, and that all such reimbursements or advancement of reasonable fees and expenses shall be reimbursed by as they are incurred. The Issuer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the Company plaintiff, the Issuer agrees, subject to the Administrator limitations noted herein, to indemnify the Member from and against any loss or liability by reason of such settlement or judgment. The Issuer shall not, without the prior written consent of the Member, effect any settlement of any pending or threatened proceeding in respect of which the Member is or is likely to have been a party, unless such settlement includes an unconditional release of the Member from all liability on claims that are the subject matter of such proceeding. Notwithstanding the foregoing, if any other distributions hereunder. (d) The provisions person shall pay the Member any amount of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity indemnification pursuant to which this Paragraph 4, such Protected Person became entitled person shall succeed to indemnification under the rights of the Issuer, to the exclusion of the Issuer, set forth in this Section 4.2 Paragraph 4(c) (including, but not limited to, the right of the Issuer to retain counsel to represent the Member in any related proceeding and regardless to effect any settlement of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce related pending or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendmentthreatened proceeding). (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Person Director or Officer shall be liable to the Company or any Manager Company, the Members, or any other Member Persons who have acquired interests in Company securities, for monetary damages for breach of duties (including breach of fiduciary duties), except that a Director or Officer may be liable if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, (i) such Director or Officer breached his or her duty of loyalty to the Company or the Members, or (ii) such Director or Officer committed an act or omission not in good faith or which involved intentional misconduct or a knowing violation of law. No Indemnified Person other than a Director or Officer shall have any duties or obligations hereunder to the Company, the Members, or any other Persons who have acquired interests in Company securities. (b) All Indemnified Persons shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnified Person whether arising from acts or omissions to act occurring before or after the date of this Agreement; provided, however, that the Indemnified Person shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnified Person is seeking indemnification pursuant to this Section 5.14, the Indemnified Person (i) breached his or her duty of loyalty to the Company or the Members, or (ii) did not act in good faith or engaged in intentional misconduct or a knowing violation of law. Notwithstanding the preceding sentence, except as otherwise provided in Section 5.14(d), the Company shall be required to indemnify a Person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such Person only if the commencement of such action, suit or proceeding (or part thereof) by such Person was authorized by the Board of Directors in its sole discretion. (c) Expenses (including legal fees and expenses) incurred by an Indemnified Person in appearing at, participating in or defending any indemnifiable claim, demand, action, suit or proceeding pursuant to Section 5.14(b) shall, from time to time, be advanced by the Company prior to a final and non-appealable determination that the Indemnified Person is not entitled to be indemnified upon receipt by the Company of an undertaking by or on behalf of the Indemnified Xxxxx to repay such amount if it ultimately shall be determined that the Indemnified Person is not entitled to be indemnified pursuant to this Section 5.14. Notwithstanding the immediately preceding sentence, except as otherwise provided in Section 5.14(d), the Company shall be required to advance expenses to an Indemnified Person pursuant to the immediately preceding sentence in connection with any action, suit or proceeding (or part thereof) commenced by such Person only if the commencement of such action, suit or proceeding (or part thereof) by such Person was authorized by the Board of Directors in its sole discretion. (d) If a claim for indemnification (following the final disposition of the action, suit or proceeding for which indemnification is being sought) or advancement of expenses under this Section 5.14 is not paid in full within thirty (30) days after a written claim therefor by an Indemnified Person has been received by the Company, such Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim, including reasonable attorneys’ fees. (e) The indemnification and advancement of expenses provided by or granted pursuant to this Section 5.14 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under this Agreement, or any other agreement, vote of Members or disinterested Directors or otherwise, and shall continue as to an Indemnified Person who has ceased to serve in such capacity. (f) The Company may, but shall not be obligated to, purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against such Person and incurred by such Indemnified Person in any capacity in which such Indemnified Person is entitled to indemnification hereunder, or arising out of such Indemnified Person’s status as such, whether or not the Company would have the power or the obligation to indemnify such Indemnified Person against such liability under the provisions of this Section 5.14. (g) This Section 5.14 shall not limit the right of the Company, to the extent and in the manner permitted by applicable Law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of Persons other than Indemnified Persons. (h) Each Director shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the Officers or employees of the Company, or committees of the Board of Directors, or by any other Person (including legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisors) as to matters that the Director reasonably believes are within such Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. Any action taken or omitted to be taken by it in reliance upon the opinion or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs advice (including interpretations an Opinion of this AgreementCounsel) and of such Persons shall be fully protected and justified in any action or inaction which is conclusively presumed to have been taken or omitted in good faith. The Directors and Officers may rely, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document presented to rely on written the Board of Directors and believed by such Director or oral reports, opinions, certificates Officer to be genuine and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages to have been signed or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved presented by the Board (collectively, “Liabilities”), to which any Protected Person may become subject:appropriate party or parties. (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of An Indemnified Person shall not be denied indemnification in whole or in connection part under this Section 5.14 because the Indemnified Person had an interest in the transaction with respect to which the activities of indemnification applies if the Company; (ii) transaction was not otherwise prohibited by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach terms of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)Agreement. (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (dj) The provisions of this Section 4.2 5.14 are for the benefit of the Indemnified Persons and their heirs, successors, assigns, executors and administrators and shall continue not be deemed to afford protection to each Protected create any rights for the benefit of any other Persons. (k) Any liabilities which an Indemnified Person regardless incurs as a result of acting on behalf of the Company (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such Protected Person remains liabilities are in the position form of excise taxes assessed by the Internal Revenue Service, penalties assessed by the Department of Labor, restitutions to such a plan or capacity pursuant trust or other funding mechanism or to which a participant or beneficiary of such Protected Person became entitled to indemnification plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities indemnifiable under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided5.14, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendmentmaximum extent permitted by Law. (el) Any indemnification under pursuant to this Section 4.2 or otherwise 5.14 shall be paid made only out of and to the extent assets of the Company’s assets only. In no event may an Indemnified Person subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement. (m) No amendment, modification or repeal of this Section 5.14 or any other provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to receive indemnification and advancement of expenses from the Company, nor the obligations of the Company to indemnify, or advance the expenses of, any such Indemnitee under and in accordance with the provisions of this Section 5.14 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted, and provided such Person became an Indemnitee hereunder prior to such amendment, modification or repeal.

Exculpation and Indemnification. (a) No Protected Person shall be liable Subject to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Companyprovisions of Section 20(d), including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To shall indemnify, to the fullest extent permitted by law, the Company shall indemnifyany Person who was or is a party or is threatened to be made a party to any threatened, hold harmlesspending or completed action, protect and defend each Protected Person against any lossessuit or proceeding, claimswhether civil, damages criminal, administrative or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) investigative by reason of the fact that it such Person is or was acting in connection with the activities a Member, Officer, controlling person, employee, legal representative or agent of the Company in any capacity Company, or that it is or was serving at the request of the Company as a partner, shareholder, membermanager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any Person; unlessand all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such Liability results from brought by or in the right of the Company) suffered or incurred by such Protected Person’s own actual fraudIndemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, gross negligence“Indemnifiable Losses”), willful misconduct, bad faith, breach if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of fiduciary duty, reckless disregard of duty or intentional the Company and material breach not in violation of this Agreement or conduct that is subject of Agreement, and, with respect to a criminal proceeding (where such Protected Person has action or proceeding, had no reasonable cause to believe that such Person’s conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed shall have no obligation to indemnify or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated to the Company’s assets onlyCompany by the Managing Member.

Exculpation and Indemnification. (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the BoardBoard , any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Person Notwithstanding any other terms of this Agreement, whether express or implied, or any obligation or duty at law, in equity or otherwise, no Member nor any member, partner, tax matters partner, officer or director of the Company or its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any Manager or any other Member for (i) any action taken act or omitted to be taken by it or by other Person with respect omission (in relation to the Company, including this Agreement, any negligent related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or failure omission is in, or is not contrary to, the best interests of the Company and is within the scope of authority granted to actsuch Covered Person, except in the case of a liability resulting unless such act or omission resulted from such Protected Person’s own actual fraud, bad faith, willful misconduct, gross negligence, or a willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct any related document by such Covered Person and except that is subject nothing herein shall constitute a waiver or limitation of any rights which a criminal proceeding Member or the Company may have under applicable securities laws or of any rights under other laws which may not be waived or (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent ii) any mistake, negligence, dishonesty or bad faith of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action broker or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors agent of the Company or any of its Affiliates selected and monitored thereby with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect indemnify and defend save harmless (but only to the extent of its assets) each Protected Covered Person from and against any losses, and all claims, damages or liabilities, including reasonable legal feesdamages, losses, costs and expenses incurred (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any such lossesclaim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, arising from any and all claims, damages demands, actions, suits or liabilities proceedings, civil, criminal, administrative or investigative, in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by which the Board (collectively, “Liabilities”), to which any Protected Covered Person may become subject: (i) be involved, or threatened to be involved, as a party or otherwise, by reason of any act its management of the affairs of the Company or omission which relates to or alleged act or omission (even if negligent) arising arises out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected its property, business or affairs. A Covered Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may shall not be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 3.4 with respect to any claim, issue or matter in which such Covered Person has engaged in fraud, bad faith, willful misconduct, gross negligence, or a willful breach of this Agreement or any related document by such Covered Person and regardless nothing herein shall constitute a waiver or limitation of any subsequent amendment rights which a Member or the Company may have under applicable securities laws or of rights under other laws which may not be waived. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding may, with the approval of the Managing Member, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (c) To the extent that, at law, in equity or otherwise, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member, such Covered Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement; provided. The provisions of this Agreement, that, no such amendment shall reduce to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity or otherwise, are agreed by the Members to modify to that extent to which these indemnification provisions apply to actions taken or omissions made prior to the date such other duties and liabilities of such amendmentCovered Person. (ed) Any indemnification under this Section 4.2 Except as otherwise provided by the Act or as a Member may otherwise shall be paid out of expressly agree in writing, the debts, liabilities and to the extent obligations of the Company’s assets only, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, liability or obligation of the Company solely by reason of being a Covered Person.

Exculpation and Indemnification. (a) No Protected Person shall be liable to the Company or any the Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the BoardManager, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided provided, that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board Manager (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, by itself, create a presumption that such Protected Person’s conduct constituted actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any material breach of this Agreement or the commission of a crime, except a judgment, order or conviction that expressly provides that such Protected Person’s conduct constituted actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any material breach of this Agreement or the commission of a crime. (c) The Administrator Manager may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 5.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.25.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.25.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator Manager prior to any other distributions hereunder. (d) The provisions of this Section 4.2 5.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 5.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 5.2 or otherwise shall be paid out of and to the extent of the Company’s assets onlyor insurance maintained by the Company for such purposes.

Exculpation and Indemnification. (a) No Protected Neither the Managing Member nor any other Covered Person described in clause (iii) of the definition thereof shall be liable liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or any Manager or to any other Member Covered Person for any action taken losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted to be taken by it or by other such Covered Person with respect to in good faith on behalf of the Company. There shall be, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected each Covered Person shall be entitled to rely on written or oral reportsto, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed a presumption that such statements were materially falseCovered Person acted in good faith. (b) To A Covered Person shall be fully protected in relying in good faith upon the fullest extent permitted records of the Company and upon such information, opinions, reports or statements presented to the Company by law, any Person as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence. (c) The Company shall indemnify, defend and hold harmless, protect and defend harmless each Protected Covered Person against any losses, claims, damages or damages, liabilities, expenses (including all reasonable legal fees, costs out-of-pocket fees and expenses incurred in investigating or defending against of counsel and other advisors), judgments, fines, settlements and other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities or proceedings, in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected such Covered Person may be involved or become subject: (i) by reason of subject to, in connection with any act or omission or alleged act or omission (even if negligent) matter arising out of or in connection with the activities Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount (i) is as a result of a Covered Person not acting in good faith on behalf of the Company or arose as a result of the willful commission by such Covered Person of any act that is dishonest and materially injurious to the Company; , (ii) results from its contractual obligations under any Reorganization Document to be performed in a capacity other than as a Covered Person or (iii) results from the breach by reason any Member (in such capacity) of the fact that it is its contractual obligations under this Agreement. If any Covered Person becomes involved in any capacity in any action, suit, proceeding or was acting investigation in connection with any matter arising out of or in connection with the activities of the Company in any capacity Company’s business or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employeeaffairs, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct any related document (other than any Reorganization Document), other than by reason of any act or omission performed or omitted by such Covered Person that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, not in good faith on behalf of the Company or constituted a willful commission by such Covered Person of an act that is dishonest and materially injurious to the Company, the Company shall reimburse such Covered Person for its reasonable legal and other reasonable out-of-pocket expenses (and/or advance including the cost of any investigation and preparation) as they are incurred in connection therewith; provided that such Covered Person shall promptly repay to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) Company the amount of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses paid to it if it is shall be finally judicially determined that such Protected Covered Person is was not entitled to indemnification by, or contribution from, the indemnification provided Company in connection with such action, suit, proceeding or investigation. If for any reason (other than the bad faith of a Covered Person or the willful commission by this Section 4.2. Upon any liquidation such Covered Person of an act that is dishonest and materially injurious to the Company) the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such reimbursements Covered Person as a result of such loss, claim, damage, liability, expense, judgment, fine, settlement or advancement of expenses other amount in such proportion as is appropriate to reflect any relevant equitable considerations. There shall be, and each Covered Person shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderentitled to, a rebuttable presumption that such Covered Person acted in good faith. (d) The provisions obligations of this the Company under Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e10.02(c) Any indemnification under this Section 4.2 or otherwise shall be paid satisfied solely out of and to the extent of the Company’s assets onlyassets, and no Covered Person shall have any personal liability on account thereof. (e) Given that certain Jointly Indemnifiable Claims may arise by reason of the service of a Covered Person to the Company and/or as a director, trustee, officer, partner, member, manager, employee, consultant, fiduciary or agent of other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled by the Company (collectively, the “Controlled Entities”), or by reason of any action alleged to have been taken or omitted in any such capacity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause the Controlled Entities to, be fully and primarily responsible for the payment to the Covered Person in respect of indemnification or advancement of all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements) in each case, actually and reasonably incurred by or on behalf of a Covered Person in connection with either the investigation, defense or appeal of a claim, demand, action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder (collectively, “Expenses”) in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable) the terms of (i) the Delaware Act, (ii) this Agreement, (iii) any other agreement between the Company or any Controlled Entity and the Covered Person pursuant to which the Covered Person is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any Controlled Entity and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership, certificate of qualification or other organizational or governing documents of any Controlled Entity ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Covered Person may have from the Indemnitee-Related Entities. Under no circumstance shall the Company or any Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Covered Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Covered Person or the obligations of the Company or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to the Covered Person in respect of indemnification or advancement of Expenses with respect to any Jointly Indemnifiable Claim, (i) the Company shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (ii) to the extent not previously and fully reimbursed by the Company and/or any Controlled Entity pursuant to clause (i), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Covered Person against the Company and/or any Controlled Entity, as applicable, and (iii) the Covered Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Covered Person agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 10.02(e), entitled to enforce this Section 10.02(e) as though each such Indemnitee-Related Entity were a party to this Agreement. The Company shall cause each of the Controlled Entities to perform the terms and obligations of this Section 10.02(e) as though each such Controlled Entity was the “Company” under this Agreement. For purposes of this Section 10.02(e), the following terms shall have the following meanings: (i) The term “Indemnitee-Related Entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company, any Controlled Entity or the insurer under and pursuant to an insurance policy of the Company or any Controlled Entity) from whom a Covered Person may be entitled to indemnification or advancement of Expenses with respect to which, in whole or in part, the Company or any Controlled Entity may also have an indemnification or advancement obligation.

Exculpation and Indemnification. (a) No Protected Person shall be liable Subject to the Company or any Manager or any other Member for any action taken or omitted limitations set forth in Section 6.5(d), to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by lawapplicable law as in effect on the Effective Date and to any greater extent that such law may in future from time to time permit, there shall be no grounds or basis for assertion of liability by the Company shall indemnify, hold harmless, protect and defend each Protected or any other Person against either the Members or any lossesOfficer, claimsDirector, damages employee, attorney, agent or liabilitiesAffiliate of the Company or any employee, including reasonable legal feesrepresentative, costs and expenses incurred in investigating attorney, agent or defending against any such losses, claims, damages or liabilities or in enforcing Affiliate of a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board Member (collectively, the “LiabilitiesRepresentatives”)) for any loss, to which any Protected Person may become subject: (i) damage or claim incurred by reason of any act or omission performed or alleged act omitted by such Representative in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Representative pursuant to this Agreement, provided that a Representative shall be liable for any such loss, damage or omission (even if negligent) claim arising out of action or in connection with the activities inaction resulting from gross negligence, bad faith or willful misconduct. Table of the Company;Contents (iib) Subject to the limitations set forth in Section 6.5(d), absent gross negligence, bad faith or willful misconduct, each Representative shall be fully protected solely pursuant to subsection (c) of this Section 6.5 and there shall be no grounds or basis for assertion of liability by reason the Company or any other Person if such Representative relies in good faith upon any approval or authorization granted by the Company or any other Representative, the provisions of this Agreement, upon the fact that it is or was acting in connection with the activities records of the Company in any capacity and upon such information, opinions, reports or that it is or was serving at the request of statements presented to the Company by any Person as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, to matters the Representative reasonably believes are within such Liability results from such Protected other Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty professional or intentional expert competence and material breach of this Agreement who has been selected with reasonable care by or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. Without limitation of the foregoing, provided that the Brand Manager complies with its obligations under this Agreement (and/or advance including Section 6.4(d)), and with the instructions of the Board, the Brand Manager shall not be liable in connection with any instructions of the Class A Member, the Class B Member, the Licensees or the Board or any action taken or inaction by the Brand Manager in accordance with any such instructions. The duties and liabilities of a Representative existing at law or in equity are restricted or limited by those provisions of this Agreement that restrict or limit such duties and liabilities, but only to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigatingrestriction or limitation. (c) Each Member will be responsible for providing indemnification and liability insurance of any Representative who is a designee, preparing to defend officer, employee, agent or defending Affiliate of such Member (except for the Brand Manager and any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation employees of the Company) but only to the extent and in a manner consistent with such Member’s policies with respect to its own officers, employees, agents and Affiliates. The Company shall not, without approval of a Supermajority of the Board, provide indemnification to any of its Representatives with respect to any loss, damage or claim incurred by reason of any act or omission performed or omitted by such reimbursements or advancement Representative (including with respect to the matters set forth in Sections 6.5(a) and 6.5(b)); provided that the Company shall indemnify the Brand Manager and any other employees of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderfullest extent required by California law. (d) The provisions Brand Manager shall be an at-will employee of the Company and shall have the duties, obligations and liabilities to the Company of an employee in accordance with California law. The Company shall have the duties, obligations and liabilities to the Brand Manager and any other employees of the Company of an employer in accordance with California law. Notwithstanding anything to the contrary set forth in Section 6.5(a), (b) and (c) or anywhere else in this Section 4.2 Agreement Table of Contents or the Licenses, there shall continue be no grounds or basis for assertion of liability by any Person, other than the Company, against either the Brand Manager or the Members, Licensees, the Company or any other Representative with respect to afford protection any act or omission performed or omitted by the Brand Manager or any other employee of the Company or any Person acting or omitting to each Protected act on behalf of the Brand Manager or any other employee of the Company. There shall be no grounds or basis for assertion of liability by any Person, against any Officer or Director with respect to any act or omission performed or omitted by the Brand Manager or any other employee of the Company or any Person regardless acting or omitting to act on behalf of whether such Protected Person remains in the position Brand Manager or capacity any other employee of the Company other than for breach of fiduciary duty pursuant to which such Protected Person became entitled Section 6.1(d) or pursuant to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment6.5 (a). (e) Any indemnification under The foregoing provisions of this Section 4.2 6.5 shall survive any termination of this Agreement or otherwise shall be paid out of and to the extent of the Company’s assets onlyBrand Manager Charter.

Exculpation and Indemnification. (a) No Protected Person shall The Asset Manager, its Affiliates and their respective Constituent Members, employees, managers, consultants and agents (collectively, the “Manager Indemnified Parties”) will not be liable to Parent, the Company or any Manager of their respective Subsidiaries, the Parent Board, the General Partner, the Company Board or the members, managers or partners of Parent, the Company or any other Member of their respective Subsidiaries for any action taken acts or omitted omissions by any Manager Indemnified Party, pursuant to be taken by it or by other Person in accordance with respect to the Company, including any negligent act or failure to actthis Agreement, except in for any acts or omissions by any Manager Indemnified Party constituting a Bad Act. (b) To the case fullest extent permitted by applicable Law, Company shall and does hereby agree to indemnify and hold harmless and pay all judgments and claims against any Manager Indemnified Party, each of which shall be a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach third-party beneficiary of this Agreement solely for purposes of this Section 11, from and against any Loss incurred by them for any act or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs omission taken or suffered by each Manager Indemnified Party (including interpretations of this Agreement) and shall be fully protected and justified in any action act or inaction which is taken omission performed or omitted by any of them in good faith, in faith reliance upon and in accordance with the opinion or advice of experts, including of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation; provided, that such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates Persons were selected and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected monitored with reasonable care; provided ) in connection with, in respect of or arising from any acts or omissions of such Manager Indemnified Party made in the performance of this Agreement, except that there shall be no such Protected Person may rely upon such statements if it believed indemnification for (i) any act or omission of a Manager Indemnified Party that such statements were materially falseconstitutes a Bad Act or (ii) any indemnification obligation of the Manager Indemnified Parties pursuant to Section 5.3(b)(iv) of the Parent LP Agreement or the Losses related thereto. (bc) To the fullest extent permitted by lawapplicable Law, Asset Manager shall and does hereby agree to indemnify and hold harmless and pay all judgments and claims against Parent, the Company shall indemnifyand its Subsidiaries and each of their respective Constituent Members, hold harmlessemployees, protect managers, consultants and defend each Protected Person agents (collectively, the “Parent Indemnified Parties” and together with the Manager Indemnified Parties, the “Indemnified Parties”), from and against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses Loss incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended by them in respect of settlements of or arising from any claims approved acts or omissions by the Board (collectively, “Liabilities”), any Manager Indemnified Party pursuant to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection accordance with the activities this Agreement constituting a Bad Act. Each of the Parent Indemnified Parties (excluding the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as shall be a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach third-party beneficiary of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person solely for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions purposes of this Section 4.2; provided11. For the avoidance of doubt, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by purposes of this Section 4.2. Upon 11(c), any liquidation Loss in respect of the Company, such reimbursements or advancement of expenses shall be reimbursed arising from an act by the Company to Asset Manager in its capacity as a fiduciary under the Administrator prior to any other distributions hereunderEmployee Retirement Income Security Act of 1974, as amended, and the regulations thereunder shall not constitute a Bad Act. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in Indemnified Party will promptly notify the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless party against whom indemnity is claimed (the “Indemnitor”) of any subsequent amendment to this Agreementclaim for which it seeks indemnification; provided, thathowever, no such amendment shall reduce or restrict that the failure to so notify the Indemnitor will not relieve the Indemnitor from any liability which it may have hereunder, except to the extent such failure actually prejudices the Indemnitor. The Indemnitor shall have the right to which these indemnification provisions apply assume the defense and settlement of such claim; provided, that the Indemnitor notifies the Indemnified Party of its election to actions taken assume such defense and settlement within thirty (30) days after the Indemnified Party gives the Indemnitor notice of the claim. In such case, the Indemnified Party will not settle or omissions made compromise such claim, and the Indemnitor will not be liable for any such settlement made, without its prior written consent. If the Indemnitor is entitled to, and does, assume such defense by delivering the aforementioned notice to the date Indemnified Party, the Indemnified Party will (i) have the right to approve the Indemnitor’s counsel (which approval will not be unreasonably withheld, delayed or conditioned), (ii) be obligated to cooperate in furnishing evidence and testimony and in any other manner in which the Indemnitor may reasonably request, and (iii) be entitled to participate in (but not control) the defense of any such amendmentaction, with its own counsel and at its own expense. In addition, if the Indemnitor assumes such defense, the Indemnitor may settle any such claim without the prior consent of the Indemnified Party if such settlement involves the full release of the Indemnified Party and does not impose any non-monetary remedies and conditions on the Indemnified Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned. (e) Any Expenses reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be subject to a right of indemnification under this pursuant to Section 4.2 11(b) or otherwise Section 11(c) shall be paid out advanced by the Indemnitor prior to the final disposition thereof upon receipt of and an undertaking by or on behalf of such Indemnified Party to repay such amount to the extent that it shall be determined upon final decision, judgment or order (whether or not subject to appeal) that such Indemnified Party is not entitled to be indemnified hereunder. (f) If a claim for indemnification or payment of reasonable expenses hereunder is not paid in full within twenty (20) days after a written notice of claim therefor has been received by the Indemnitor, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim. (g) The indemnification provided by this Section 11 shall be in addition to any other rights to which an Indemnified Party may be entitled under any agreement, pursuant to any action of the Company’s assets only, as a matter of Law or otherwise, and shall continue as to an Indemnified Party who has ceased to serve in such capacity.

Exculpation and Indemnification. (a) No Protected Person Except for the indemnification obligations of Members under Section 5.2(d), no Member, member of the Management Committee or officer of the Company shall be liable to the Company or any Manager or to any other Member for any action taken or omitted to be taken loss suffered by it the Company or by such other Person with respect to Member unless such loss is caused by the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconductmisconduct or willful violation of law on the part of such Member, bad faithmember of the Management Committee or officer, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where by such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falseMember. (b) To Subject to the fullest extent permitted by lawlimitations and conditions as provided in this Section 4.9(b), the Company shall indemnify, hold harmless, protect and defend each Protected Person against indemnify any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, member of the Management Committee and any amounts expended officer of the Company (and may indemnify any employee or agent of the Company) who was or is made a party or is threatened to be made a party to or is involved in respect of settlements of any claims approved by the Board threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative (collectively, hereinafter a “LiabilitiesProceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) such a Proceeding, by reason of the fact that it such person is or was acting a member of the Management Committee, officer, employee or agent of the Company against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, but not limited to, attorneys’ fees) actually incurred by such person in connection with such Proceeding, if and only if the activities of person seeking indemnification acted in good faith and not in a manner that involved fraud, gross negligence or willful misconduct. Indemnification under this Section 4.9(b) shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. Reasonable expenses incurred by an indemnified person in connection with any such Proceeding shall be paid or reimbursed by the Company in any capacity or that it is or was serving at the request advance of the final disposition of such Proceeding upon receipt by the Company as of (i) written affirmation by the indemnified person of such person’s good faith belief that such person has met the standard of conduct necessary for such person to be entitled to indemnification by the Company, and (ii) a partnerwritten undertaking by such person to repay such expenses if it shall ultimately be determined by a court of competent jurisdiction that such person has not met such standard of conduct or is otherwise not entitled to indemnification by the Company. The rights granted pursuant to this Section 4.9(b) shall be deemed contract rights, shareholderand no amendment, member, director, officer, employee, modification or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach repeal of this Agreement Section 4.9(b) shall have the effect of limiting or conduct denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that is subject the indemnification provided in this Section 4.9(b) could involve indemnification for negligence or under theories of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf strict liability. For persons other than members of the Management Committee or officers of the Company, reimburse (and/or advance to indemnification shall only be made upon the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation approval of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderManagement Committee. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by applicable law, the Company General Partner, any Investment Vehicle, the Advisory Board, members of the Advisory Board, any of the Limited Partners represented by such members of the Advisory Board, and any of their respective shareholders, Control Persons, partners, directors, officers, employees or agents (collectively, the "Covered Persons") shall indemnifynot be liable to the Partnership, hold harmless, protect and defend each Protected Person against any Investment Vehicle or the Limited Partners for monetary damages for any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i"Damages") by reason of arising from any act or omission performed or alleged act or omission (even if negligent) omitted by such Covered Persons arising out of or in connection with this Agreement or the activities Partnership's business or affairs, except to the extent that any such Damages result from the breach of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partnerfiduciary duty, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, an intentional material breach of this Agreement, or willful misconduct of such Covered Person. (i) The Partnership shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Covered Person against any Damages to which such Covered Person may become subject in connection with any matter arising out of or in connection with this Agreement or the Partnership's business or affairs, except to the extent that any such Damages result from such Covered Person's breach of fiduciary duty, reckless disregard of duty or fraud, gross negligence, bad faith, an intentional and material breach of this Agreement, or willful misconduct. If a Covered Person becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of or in connection with this Agreement or conduct the Partnership's business or affairs, the Partnership shall reimburse such Covered Person for its reasonable legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith; provided, however, that is subject prior to receiving such reimbursement from the Partnership such Covered Person shall provide the Partnership with a written undertaking to promptly repay to the Partnership the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Covered Person was not entitled to be indemnified by the Partnership in connection with such action, proceeding or investigation; and provided, further, that no expenses will be advanced to a Covered Person in connection with the defense of a criminal proceeding brought against a Covered Person by a Partner or Partners whose aggregate Percentage Interest exceeds fifty percent (where 50%). If for any reason (other than by reason of the exclusions from indemnification set forth above) the foregoing indemnification is unavailable to such Protected Covered Person, or insufficient to hold it harmless, then the Partnership shall, to the fullest extent permitted by law, contribute to the amount paid or payable by such Covered Person has reasonable cause as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to believe that reflect the relative benefits received by the Partnership on the one hand and such conduct was unlawful)Covered Person on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. (ii) The obligations of the Partnership under this Section 10.1 shall be satisfied solely out of Partnership assets, subject to the right of the Person acting as liquidating trustee of the Partnership to establish Reserves for contingent obligations under this Section 10.1. The Partnership may purchase, at its expense, insurance to insure any Covered Person against a loss covered by indemnification hereunder. (c) The Administrator may, on behalf of the Company, reimburse (and/or advance No Limited Partner shall have any obligation to the extent reasonably required) each Protected Partnership or any other Partner to bring or join in any action against any Covered Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to Section 10.1(a) or (b) hereof. Nothing contained in this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses 10.1 shall be reimbursed construed as any waiver of insurance claims or recoveries by the Company to the Administrator prior to Partnership or any other distributions hereunderCovered Person. (d) The provisions Each Partner covenants for itself, its successors, assigns, heirs and personal representatives that such Person will, at any time prior to or after the dissolution of this Section 4.2 shall continue the Partnership, on demand, whether before or after such Person's withdrawal from the Partnership, pay to afford protection the Partnership or the General Partner any amount which the Partnership or the General Partner, as the case may be, pays in respect of taxes (including withholding taxes) imposed upon income of or distributions to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant Partner, to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent that such amounts have not been withheld from amounts otherwise distributable to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendmentPartner. (e) Any indemnification The obligations of the Partnership under this Section 4.2 or 10.1(b) hereof shall (i) be in addition to any liability which the Partnership may otherwise shall be paid out of have and (ii) inure to the extent benefit of the Company’s assets onlyCovered Persons, and any successors, assigns, heirs and personal representatives of such Covered Persons.

Exculpation and Indemnification. (a) No Protected Subject to the duties of the Managing Member and Officers set forth in Section 7.01, neither the Managing Member nor any other Covered Person described in clause (iii) of the definition thereof shall be liable liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or any Manager or to any other Member Covered Person for any action taken losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted to be taken by it or by other such Covered Person with respect to in good faith on behalf of the Company. There shall be, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected each Covered Person shall be entitled to rely on written or oral reportsto, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed a presumption that such statements were materially falseCovered Person acted in good faith. (b) To A Covered Person shall be fully protected in relying in good faith upon the fullest extent permitted records of the Company and upon such information, opinions, reports or statements presented to the Company by law, any Person as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence. (c) The Company shall indemnify, defend and hold harmless, protect and defend harmless each Protected Covered Person against any losses, claims, damages or damages, liabilities, expenses (including all reasonable legal fees, costs out-of-pocket fees and expenses incurred in investigating or defending against of counsel and other advisors), judgments, fines, settlements and other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities proceedings, in which such Covered Person may be involved or become subject to, in connection with any matter arising out of or in enforcing connection with the Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount (i) is a Protected Person’s right result of a Covered Person not acting in good faith on behalf of the Company or arose as a result of the willful commission by such Covered Person of any act that is dishonest and materially injurious to indemnification the Company, (ii) results from its contractual obligations under any Reorganization Document to be performed in a capacity other than as a Covered Person or from the breach by such Covered Person of Section 9.01 or (iii) results from the breach by any Member (in such capacity) of its contractual obligations under this Agreement. If any Covered Person becomes involved in any capacity in any action, and suit, proceeding or investigation in connection with any amounts expended matter arising out of or in respect of settlements of connection with the Company’s business or affairs, or this Agreement or any claims approved by the Board related document (collectively, “Liabilities”other than any Reorganization Document), to which any Protected Person may become subject: other than (ix) by reason of any act or omission performed or alleged act or omission (even if negligent) arising out of or omitted by such Covered Person that was not in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, good faith on behalf of the Company, reimburse (and/or advance Company or constituted a willful commission by such Covered Person of an act that is dishonest and materially injurious to the extent reasonably requiredCompany or (y) each Protected as a result of any breach by such Covered Person of Section 9.01, the Company shall reimburse such Covered Person for its reasonable legal or and other costs and reasonable out-of-pocket expenses (including the cost of any investigation and preparation) as incurred) of such Protected Person they are incurred in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2therewith; provided, provided that such Protected Covered Person executes a written undertaking shall promptly repay to repay the Company for the amount of any such reimbursed or advanced costs and expenses paid to it if it is shall be finally judicially determined that such Protected Covered Person is was not entitled to indemnification by, or contribution from, the indemnification provided Company in connection with such action, suit, proceeding or investigation. If for any reason (other than the bad faith of a Covered Person or the willful commission by this Section 4.2. Upon any liquidation such Covered Person of an act that is dishonest and materially injurious to the Company) the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such reimbursements Covered Person as a result of such loss, claim, damage, liability, expense, judgment, fine, settlement or advancement of expenses other amount in such proportion as is appropriate to reflect any relevant equitable considerations. There shall be, and each Covered Person shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderentitled to, a rebuttable presumption that such Covered Person acted in good faith. (d) The provisions obligations of this the Company under Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e11.02(c) Any indemnification under this Section 4.2 or otherwise shall be paid satisfied solely out of and to the extent of the Company’s assets onlyassets, and no Covered Person shall have any personal liability on account thereof. (e) Given that certain Jointly Indemnifiable Claims may arise by reason of the service of a Covered Person to the Company and/or as a director, trustee, officer, partner, member, manager, employee, consultant, fiduciary or agent of other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled by the Company (collectively, the “Controlled Entities”), or by reason of any action alleged to have been taken or omitted in any such capacity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause the Controlled Entities to, be fully and primarily responsible for the payment to the Covered Person in respect of indemnification or advancement of all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements) in each case, actually and reasonably incurred by or on behalf of a Covered Person in connection with either the investigation, defense or appeal of a claim, demand, action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder (collectively, “Expenses”) in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable) the terms of (i) the Delaware Act, (ii) this Agreement, (iii) any other agreement between the Company or any Controlled Entity and the Covered Person pursuant to which the Covered Person is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any Controlled Entity and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership, certificate of qualification or other organizational or governing documents of any Controlled Entity ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Covered Person may have from the Indemnitee-Related Entities. Under no circumstance shall the Company or any Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Covered Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Covered Person or the obligations of the Company or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to the Covered Person in respect of indemnification or advancement of Expenses with respect to any Jointly Indemnifiable Claim, (i) the Company shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (ii) to the extent not previously and fully reimbursed by the Company and/or any Controlled Entity pursuant to clause (i), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Covered Person against the Company and/or any Controlled Entity, as applicable, and (iii) the Covered Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Covered Person agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 11.02(e), entitled to enforce this Section 11.02(e) as though each such Indemnitee-Related Entity were a party to this Agreement. The Company shall cause each of the Controlled Entities to perform the terms and obligations of this Section 11.02(e) as though each such Controlled Entity was the “Company” under this Agreement. For purposes of this Section 11.02(e), the following terms shall have the following meanings:

Exculpation and Indemnification. (a) No Protected Person Notwithstanding any other terms of this Agreement, whether express or implied, or any obligation or duty at law or in equity, no Member nor any of its officers, directors, shareholders, members, managers, partners or employees nor any officer or employee (including for this purpose any Member who serves as a consultant to the Company) of the Company or its affiliates (individually, a "Covered Person" and collectively, the "Covered Persons") shall be liable to the Company or any Manager or any other Member for any action taken act or omitted to be taken by it or by other Person with respect omission (in relation to the Company, including this Agreement, any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty related document or any intentional and material breach of this Agreement transaction or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreementinvestment contemplated hereby or thereby) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon faith by a Covered Person and in accordance with the opinion reasonable belief that such act or advice of such counsel omission is in, or accountants. In determining whether a Protected Person acted with is not contrary to, the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors best interests of the Company selected with reasonable care; provided and is within the scope of authority granted to such Covered Person unless such act or omission resulted from fraud, willful misconduct, gross negligence, a violation of applicable securities laws or a breach of this Agreement, or any related document by such Covered Person and except that no such Protected Person nothing herein shall constitute a waiver or limitation of any rights which a Member or the Company may rely upon such statements if it believed that such statements were materially falsehave under applicable securities laws or of any rights under other laws which as a matter of law may not be waived. (b) To the fullest extent permitted by law, the Company shall indemnify, indemnify and hold harmless, protect harmless (but only to the extent of its assets) each Covered Person from and defend each Protected Person against any losses, and all claims, damages or liabilities, including reasonable legal feesdamages, losses, costs and expenses incurred (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any such lossesclaim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, arising from any and all claims, damages demands, actions, suits or liabilities proceedings, civil, criminal, administrative or investigative, in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by which the Board (collectively, “Liabilities”), to which any Protected Covered Person may become subject: (i) be involved, or threatened to be involved, as a party or otherwise, by reason of any act its management of the affairs of the Company or omission which relates to or alleged act or omission (even if negligent) arising arises out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected its property, its business or affairs; provided that a Covered Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may shall not be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 with respect to any claim, issue or matter in which such Covered Person has engaged in fraud, willful misconduct, gross negligence or a breach of this Agreement or any related document by such Covered Person and regardless nothing herein shall constitute a waiver or limitation of any subsequent amendment rights which a Member or the Company may have under applicable securities laws or of rights under other laws which as a matter of law may not be waived. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (c) To the extent that, at law or in equity or otherwise, a Member has duties (including fiduciary duties) and liabilities relating thereto to the Company or to another Member, such Member acting under this Agreement shall not be liable to the Company or to any such other Member for its good faith reliance on the provisions of this Agreement; provided. The provisions of this Agreement, that, no such amendment shall reduce to the extent that they expand or restrict the duties and liabilities of a Member otherwise existing at law or in equity or otherwise, are agreed by the Members to modify to that extent to which these indemnification provisions apply to actions taken or omissions made prior to the date such other duties and liabilities of such amendmentMember. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Person Neither the Member nor the Manager shall be liable to the Company or any Manager Company, or any other Member person or entity who has an interest in the Company for any action taken loss, damage or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses claim incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission performed or alleged act omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement, except that the Member and the Manager shall be liable for any such loss, damage or omission claim incurred by reason of such person’s gross negligence or willful misconduct. (even if negligentb) All rights of current and former members, managers and officers of the Company under the Original Operating Agreement to indemnification in respect of facts and circumstances arising out before the adoption of this Agreement shall remain in full force and effect and the Company shall provide such indemnification under the terms of the Original Operating Agreement. The Member, Manager and each officer of the Company shall further be entitled to indemnification with respect to facts and circumstances arising upon or after the adoption of this Agreement as set forth in connection the remainder of this Section 13. (c) To the greatest extent not inconsistent with the activities Act and the laws and public policies of the State of California, the Company shall indemnify against expenses and liabilities of any Member, Manager or officer of the Company (each, an “Indemnified Party”) made a party or who was threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (each, a “Proceeding”) by the Company or another because such Indemnified Party is or was a Member, Manager, or an officer, director, employee or other service provider of the Company; (ii) by reason of the fact that it is , or was acting in connection with the activities of the Company in any capacity or that it such Person is or was serving at the request of the Company as a partner, shareholder, membermanager, director, officer, employeeemployee or other agent of another limited liability company, corporation, partnership joint venture, trust or other enterprise, as a matter of right, against all liability incurred by such Person in connection with any action, suit, or agent Proceeding or any threatened, pending, or completed action, suit, or Proceeding; whether civil, criminal, administrative, or investigative, except in the case of any Person; unless, such Liability results from such Protected Person’s own actual fraud, willful misconduct or gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty negligence or intentional and material breach of this Agreement or Agreement; and, provided that it shall be determined in the specific case in accordance with Section 13(h) that indemnification of such person is permissible in the circumstances because the person has met the standard of conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) for indemnification set forth in this Section 13. The Administrator mayManager shall be authorized, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection enter into indemnity agreements from time to time with investigating, preparing any person entitled to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified by the Company hereunder, upon such terms and conditions as the Manager deems appropriate. (d) To the greatest extent not inconsistent with the Act and laws and public policies of the State of California, the Company shall pay for or reimburse, pursuant to this Section 4.2 and for all costs and expenses13, including fees, the reasonable expenses and disbursements of attorneys, reasonably incurred by an Indemnified Party in connection with any such Protected Person Proceeding as incurred in enforcing advance of final disposition of the indemnification provisions action, suit, or Proceeding if (a) the Indemnified Party furnishes the Company a written affirmation of this Section 4.2; provided, such Indemnified Party’s good faith belief that such Protected Person executes Indemnified Party has met the standard of conduct for indemnification described in Section 13, (b) the Indemnified Party furnishes the Company a written undertaking to repay the Company for such reimbursed or advanced costs and expenses advance if it is finally judicially ultimately determined by a court having jurisdiction that such Protected Person Indemnified Party did not meet such standard of conduct and is not entitled to be indemnified, and (c) a determination is made in accordance with Section 13 that based upon facts then known to those making the determination, indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall would not be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification precluded under this Section 4.2 13. The undertaking described above must be a general obligation of the Indemnified Party, subject to such reasonable limitations as the Company may permit, but need not be secured and regardless may be accepted without reference to financial ability to make repayment. The Company shall indemnify an Indemnified Party who is wholly successful, on the merits or otherwise, in the defense of any subsequent amendment to this Agreement; providedsuch Proceeding, thatas a matter of right, no such amendment shall reduce or restrict against reasonable expenses incurred by the extent to which these indemnification provisions apply to actions taken or omissions made prior to Person in connection with the date Proceeding without the requirement of such amendmenta determination as set forth in Section 13(h). (e) Any Upon demand by an Indemnified Party for indemnification or advancement of expenses incurred in defending a civil or criminal suit or Proceeding, as the case may be, the Company shall expeditiously determine whether the Indemnified Party is entitled thereto in accordance with this Section 13. (f) The Company shall be empowered, but shall not be obligated, to indemnify any person to the same extent as if such person were an Indemnified Party. (g) Indemnification of an Indemnified Party is permissible under this Section 4.2 13 only if (a) such Indemnified Party conducted itself in good faith; (b) reasonably believed that its conduct was in or otherwise shall be paid out of and at least not opposed to the extent of the Company’s assets onlybest interest; and (c) in the case of any criminal Proceeding, it had no reasonable cause to believe its conduct was unlawful. The termination of a Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the Person did not meet the standard of conduct described in this Section 13.

Exculpation and Indemnification. (a) No Protected Person The Managers and the officers of the Company shall not be held liable to the Company or to any Manager or any other Member for any action taken loss suffered by the Company unless such loss is caused by such Manager’s or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Personofficer’s own actual fraud, gross negligence, willful misconduct, bad faith, breach misconduct or violation of fiduciary duty, reckless disregard of duty or any intentional law. The Managers and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent officers of the BoardCompany shall not be liable for errors in judgment or for any acts or omissions that do not constitute gross negligence, any Protected Person willful and wanton misconduct or violation of law. The Board of Managers and the officers of the Company may consult with legal counsel and accountants with in respect to of Company affairs (including interpretations and, provided the Board of this Agreement) Managers and shall be fully protected and justified in any action or inaction which is taken or omitted the officers act in good faith, in faith reliance upon and in accordance with the advice or opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with , the requisite degree of care, such Protected Person Managers and the officers shall not be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of liable for any loss suffered by the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falsein reliance thereon. (b) To Subject to the fullest extent permitted by lawlimitations and conditions as provided in this Section, the Company shall indemnifyeach Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, hold harmlesspending or completed action, protect and defend each Protected Person against any lossessuit or proceeding, claimswhether civil, damages or liabilitiescriminal, including reasonable legal feesadministrative, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing arbitrative (hereinafter a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “LiabilitiesProceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) such a Proceeding, by reason of the fact that it he or she is or was acting a Manager or an officer of the Company, or while a Manager or officer of the Company is or was serving at the request of the Company as an officer, director, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be indemnified by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Section shall continue as to a Person who has ceased to serve in the activities capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section shall be deemed contract rights, and no amendment, modification or repeal of this Section shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Section could involve indemnification for negligence or under theories of strict liability. (c) The right to indemnification conferred in this Section shall include the right to be paid or reimbursed by the Company the expenses incurred by a Person of the type entitled to be indemnified hereunder who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification. Upon request, the Company shall pay such expenses incurred and to be incurred by any such Person in advance of the final disposition of a Proceeding, upon receipt of an undertaking by such Person to repay all amounts so advanced if it shall ultimately be determined that such Person is not entitled to be indemnified under this Section or otherwise. (d) The right to indemnification and the advancement and payment of expenses conferred in this Section shall not be exclusive of any other right which a Person may have or hereafter acquire under any law (common or statutory), provision of the Certificate or this Agreement, vote of Members or disinterested Managers or otherwise. (e) The Company shall purchase and maintain insurance, at its expense, to protect itself and any Person who is or was serving as a Manager or officer or agent of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any Person; unlessamounts entitled to be indemnified whether or not the Company would have the power to indemnify such Person against such expense, such Liability results from such Protected Person’s own actual fraudliability or loss under this Section. In addition, gross negligencethe Company shall also have the right to purchase and maintain a reasonable amount of life insurance on the life of the Managers, willful misconduct, bad faith, breach officers or other agents of fiduciary duty, reckless disregard the Company as the Board of duty or intentional Managers deems necessary and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)appropriate. (cf) The Administrator mayIf this Section or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, on behalf then the Company shall nevertheless indemnify and hold harmless each Manager and officer of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Company or any other Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred as to any amounts entitled to be indemnified hereunder to the full extent permitted by such Protected Person in enforcing the indemnification provisions any applicable portion of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is shall not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of have been invalidated and to the fullest extent of the Company’s assets onlypermitted by applicable law.

Exculpation and Indemnification. (a) No Protected Person Partner or other authorized agent of the Partnership shall be liable to the Company or any Manager Partnership, or any other Member person or entity who has an interest in the Partnership, for any action taken loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Partnership and in a manner reasonably believed to be taken within the scope of the authority conferred on such person by it or by other Person with respect to the Company, including any negligent act or failure to actthis Agreement, except in the case that such person shall be liable for any such loss, damage or claim incurred by reason of a liability resulting from such Protected Personperson’s own actual fraud, gross negligence, willful misconduct, misfeasance or bad faith. In the event that any Partner, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement its direct or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Boardindirect partners, members, stockholders, other equity owners or controlling persons, or any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faithdirectors, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of caremanaging directors, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directorsmanagers, officers, employees, consultantsagents, attorneystrustees, accountants and professional advisors incorporators, organizers, affiliates or controlling persons of any of the Company selected foregoing (collectively, the “Indemnified Persons”; and each an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, suit proceeding or investigation, in connection with reasonable care; provided that no any matter arising out of or relating to the Partnership’s business or affairs, to the fullest extent permitted by applicable law, any legal and other expenses (including the cost of any investigation and preparation) incurred by such Protected Indemnified Person may rely in connection therewith shall, from time to time, be advanced by the Partnership prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Partnership of an undertaking by or on behalf of the Indemnified Person to repay such statements amount if it believed shall ultimately be determined that such statements were materially false. (b) Indemnified Person is not entitled to be indemnified by the Partnership in connection with such action, suit proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company shall indemnify, Partnership also will indemnify and hold harmless, protect and defend each Protected harmless an Indemnified Person against any losses, claims, damages or damages, liabilities, including reasonable legal feesobligations, costs penalties, actions, judgments, suits, proceedings, costs, expenses and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements disbursements of any claims approved by the Board kind or nature whatsoever (collectively, “LiabilitiesCosts”), to which any Protected such an Indemnified Person may become subject: (i) by reason of subject in connection with any act or omission or alleged act or omission (even if negligent) matter arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is Partnership’s business or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partneraffairs, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance except to the extent reasonably required) each Protected Person for reasonable legal that any such Costs result solely from the willful misfeasance or other costs and expenses (as incurred) bad faith of such Protected Person in connection with investigatingIndemnified Person. If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, preparing or insufficient to defend hold it harmless, then the Partnership shall contribute to the amount paid or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred payable by such Protected Indemnified Person as a result of such Costs in enforcing such proportion as is appropriate to reflect not only the indemnification provisions of this Section 4.2; provided, that relative benefits received by the Partnership on the one hand and such Protected Indemnified Person executes a written undertaking to repay on the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to other hand but also the indemnification provided by this Section 4.2. Upon any liquidation relative fault of the CompanyPartnership and such Indemnified Person, such reimbursements or advancement as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification Partnership under this Section 4.2 19 shall be in addition to any liability which the Partnership may otherwise have to any Indemnified Person and regardless shall be binding upon and inure to the benefit of any subsequent amendment to this Agreement; providedsuccessors, thatassigns, no such amendment shall reduce or restrict heirs and personal representatives of the extent to which these indemnification provisions apply to actions taken or omissions made prior to Partnership and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the date of such amendment. (e) Any indemnification Partnership under this Section 4.2 or otherwise 19 shall be paid out of and limited to the extent Partnership’s assets, and no Partner shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of the Company’s assets onlythis Agreement.

Exculpation and Indemnification. (a) No Protected Person Member, Representative or any direct or indirect officer, director, stockholder or partner of a Member (each, an "Indemnitee"), shall be liable to the Company liable, responsible or any Manager accountable in damages or any other Member for any action taken or omitted to be taken by it or by other Person with respect otherwise to the Company, including any negligent Member, or to any Unitholder, for any act or failure to actact by such Indemnitee in connection with the conduct of the business of the Company, except or by any other such Indemnitee in performing or participating in the case performance of a liability resulting from the obligations of the Company, so long as such Protected Person’s own actual fraudIndemnitee acted in the good faith belief that such action or failure to act was in the best interests, gross negligenceor not opposed to the best interests, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty the Company and/or its Subsidiaries and such action or any intentional and material breach failure to act was not in violation of this Agreement and did not constitute gross negligence or conduct that willful misconduct. No Person who is subject a -58- 63 Member, Representative, an Officer, or any combination of the foregoing, shall be personally liable under any judgment of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent court, or in any other manner, for any debt, obligation, or liability of the BoardCompany, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Representative, an Officer, or any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements combination of the directors, officers, employees, consultants, attorneys, accountants and professional advisors foregoing. Nothing contained in this Agreement shall affect the rights of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falseagainst any Member pursuant to the terms and conditions of the Recapitalization Agreement. (b) To The Company shall indemnify and hold harmless each Indemnitee to the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person law against any losses, claimsdamages, damages or liabilities, costs or expenses (including reasonable legal fees, costs attorney's fees and expenses and amounts paid in settlement) incurred in investigating or defending against by any such lossesIndemnitee in connection with any action, claims, damages suit or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), proceeding to which any Protected Person such Indemnitee may become subject: (i) be made a party or otherwise involved or with which it shall be threatened by reason of its being a Member, Representative or any act direct or omission indirect officer, director, stockholder or alleged act partner of a Member, or omission while acting as (even if negligentor on behalf of) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities a Member on behalf of the Company or in any capacity or that it is or was serving at the request of Company's interest. Such attorney's fees and expenses shall be paid by the Company as a partnerthey are incurred upon receipt, shareholderin each case, member, director, officer, employee, of an undertaking by or agent on behalf of any Person; unless, the Indemnitee to repay such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that amounts if it is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe ultimately determined that such conduct was unlawful)Indemnitee is not entitled to indemnification with respect thereto. (c) The Administrator mayright of an Indemnitee to indemnification hereunder shall not be exclusive of any other right or remedy that a Member, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal Representative or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person Officer may be indemnified have pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed Applicable Law or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Person Member nor any Officer, Director, employee, agent or committee member of BOX Holdings nor any employee, representative, agent, director or Affiliate of any Member (including the heirs, executors, and administrators of any such Person) (each an “Indemnified Person”) shall be liable to the Company or any Manager BOX Holdings or any other Person who is bound by this Agreement (including any Member and the Exchange) for any action taken loss, damage or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses claim incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission performed or alleged act or omission (even if negligent) arising out omitted by such Indemnified Person in good faith on behalf of or BOX Holdings and in connection with a manner reasonably believed to be within the activities scope of the Company;authority conferred on such Indemnified Person in accordance with this Agreement, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred if and to the extent (1) such loss, damage or claim is the result of the Indemnified Person’s fraud, bad faith or willful misconduct, (2) with respect to any criminal proceeding, the Indemnified Person believed or had reasonable cause to believe that such Indemnified Person’s conduct giving rise to such loss, damage or claim was unlawful or (3) such Indemnified Person deliberately breached such Indemnified Person’s duty to BOX Holdings, in each case as determined by a final, unappealable judgment by a court of competent jurisdiction. (iib) BOX Holdings may indemnify any Person against any claim to the extent determined by the Board to be in the best interests of BOX Holdings. BOX Holdings shall indemnify, and hold harmless, to the fullest extent permitted by law as it presently exists or may thereafter be amended, any Indemnified Person who, by reason of the fact that it such Person is or was acting in connection with the activities a Director, Officer, employee or agent of the Company in BOX Holdings, or a member of any capacity committee of BOX Holdings, or that it is or was a Director, Officer, employee or agent of BOX Holdings who is or was serving at the request of the Company BOX Holdings as a partnerdirector, shareholderofficer, employee or agent of another Person, including without limitation service with respect to employee benefit plans, is or was a party, or is threatened to be made a party to (i) any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, or (ii) any threatened, pending, or completed action, suit or proceeding by or in the right of BOX Holdings to procure a judgment in its favor, in each case against expenses (including attorneys’ fees and disbursements), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with the defense or settlement of, or otherwise in connection with, any such action, suit, or proceeding (collectively, “Indemnified Claims”). Notwithstanding the foregoing, no Indemnified Person shall be indemnified by BOX Holdings, and no claim shall be an Indemnified Claim, if and to the extent (1) such claim is the result of the Indemnified Person’s fraud, bad faith or willful misconduct, (2) with respect to any criminal proceeding, the Indemnified Person believed or had reasonable cause to believe that such Indemnified Person’s conduct giving rise to such claim was unlawful or (3) such Indemnified Person deliberately breached such Indemnified Person’s duty to BOX Holdings, in each case as determined by a final, unappealable judgment by a court of competent jurisdiction (c) BOX Holdings shall advance expenses (including attorneys’ fees and disbursements) to Indemnified Persons for Indemnified Claims; provided, however, that the payment of such expenses incurred by such Indemnified Person, in advance of the final disposition of the matter, shall be conditioned upon receipt of a written undertaking by the Person to repay all amounts advanced if it should be ultimately determined that the Person is not entitled to be indemnified under this Section 13.1 or otherwise. (d) Notwithstanding the foregoing or any other provision of this Agreement, no advance shall be made by BOX Holdings to any Indemnified Person if a determination is reasonably and promptly made by the Board by those Directors holding a majority of the Total Votes represented by Directors who have not been named parties to the action, even though less than a quorum, or, if there are no such Directors or if such Directors so direct, by independent legal counsel, that, based upon the facts known to the Board or such counsel at the time such determination is made: (1) such Indemnified Person committed fraud, acted in bad faith or engaged in willful misconduct; (2) with respect to any criminal proceeding, such Indemnified Person believed or had reasonable cause to believe that such Indemnified Person’s conduct was unlawful; or (3) such Indemnified Person deliberately breached such Indemnified Person’s duty to BOX Holdings. (e) The indemnification provided by this Section 13.1 in a specific case shall not be deemed exclusive of any other rights to which an Indemnified Person may be entitled, both as to action in his or her official capacity and as to action in another capacity while in such capacity, and shall continue as to an Indemnified Person who has ceased to be a Director, Officer, or committee member, employee, or agent and shall inure to the benefit of such Indemnified Person’s heirs, executors, and administrators. (f) Any repeal or modification of the foregoing provisions of this Section 13.1 shall not adversely affect any right or protection hereunder of any Person respecting any act or omission occurring prior to the time of such repeal or modification. (g) If a claim for indemnification or advancement of expenses under this Section 13.1 is not paid in full within 60 days after a written claim therefor by an Indemnified Person has been received by BOX Holdings, the Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, BOX Holdings shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses. (h) BOX Holdings shall have the power to purchase and maintain insurance on behalf of any Person who is or was a Director, Officer, or committee member, employee or agent of BOX Holdings, or who is or was serving as a director, officer, employee, or agent of another Person against any Person; unlessliability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Liability results from such Protected Person’s own actual fraudstatus as such, gross negligencewhether or not BOX Holdings is required to indemnify such Person against such liability hereunder. (i) A Indemnified Person shall be fully protected in relying in good faith upon the records of BOX Holdings and upon such information, willful misconductopinions, bad faithreports or statements presented to BOX Holdings by any Person as to matters the Indemnified Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of BOX Holdings, breach including information, opinions, reports or statements as to the value and amount of the assets, liabilities or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid. (j) To the extent that, at law or in equity, a Indemnified Person has duties (including fiduciary dutyduties) and liabilities relating thereto to BOX Holdings or to any other Indemnified Person, reckless disregard of duty a Indemnified Person acting under this Agreement shall not be liable to BOX Holdings or intentional and material breach to any other Indemnified Person who is bound by this Agreement for his or her good faith reliance on the provisions of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)any approval or authorization granted by BOX Holdings or any other Indemnified Person. (ck) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification foregoing provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon 13.1 shall survive any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions termination of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Subject to the duties of the Managing Member and Officers set forth in Section 7.04, neither the Managing Member nor any other Covered Person described in clause (iii) of the definition thereof shall be liable liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or any Manager or to any other Member Covered Person for any action taken losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted to be taken by it or by other such Covered Person with respect to in good faith on behalf of the Company. There shall be, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected each Covered Person shall be entitled to rely on written or oral reportsto, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed a presumption that such statements were materially falseCovered Person acted in good faith. (b) To A Covered Person shall be fully protected in relying in good faith upon the fullest extent permitted records of the Company and upon such information, opinions, reports or statements presented to the Company by law, any Person as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence. (c) The Company shall indemnify, defend and hold harmless, protect and defend harmless each Protected Covered Person against any losses, claims, damages or damages, liabilities, expenses (including all reasonable legal fees, costs out-of-pocket fees and expenses incurred in investigating or defending against of counsel and other advisors), judgments, fines, settlements and other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities or proceedings, in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected such Covered Person may be involved or become subject: (i) by reason of subject to, in connection with any act or omission or alleged act or omission (even if negligent) matter arising out of or in connection with the activities Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount (i) is as a result of a Covered Person not acting in good faith on behalf of the Company; Company or arose as a result of the willful commission by such Covered Person of any act that is dishonest and materially injurious to the Company or (ii) results from the breach by any Member (in such capacity) of its contractual obligations under this Agreement. If any Covered Person becomes involved in any capacity in any action, suit, proceeding or investigation in connection with any matter arising out of or in connection with the Company’s business or affairs, or this Agreement or any related document, other than by reason of a Covered Person not acting in good faith on behalf of the Company or by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent willful commission by such Covered Person of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct act that is subject of a criminal proceeding (where such Protected Person has reasonable cause dishonest and materially injurious to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, the Company shall reimburse such Covered Person for its reasonable legal and other reasonable out-of-pocket expenses (and/or advance including the cost of any investigation and preparation) as they are incurred in connection therewith; provided that such Covered Person shall promptly repay to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) Company the amount of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses paid to it if it is shall be finally judicially determined that such Protected Covered Person is was not entitled to indemnification by, or contribution from, the indemnification provided Company in connection with such action, suit, proceeding or investigation. If for any reason (other than by this Section 4.2. Upon any liquidation reason of a Covered Person not acting in good faith on behalf of the Company or by reason of the willful commission by such Covered Person of any act that is dishonest and materially injurious to the Company) the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such reimbursements Covered Person as a result of such loss, claim, damage, liability, expense, judgment, fine, settlement or advancement of expenses other amount in such proportion as is appropriate to reflect any relevant equitable considerations. There shall be, and each Covered Person shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderentitled to, a rebuttable presumption that such Covered Person acted in good faith. (d) The provisions obligations of this the Company under Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e9.02(c) Any indemnification under this Section 4.2 or otherwise shall be paid satisfied solely out of and to the extent of the Company’s assets onlyassets, and no Covered Person shall have any personal liability on account thereof. (e) Given that certain Jointly Indemnifiable Claims may arise by reason of the service of a Covered Person to the Company or as a director, trustee, officer, partner, member, manager, employee, consultant, fiduciary or agent of other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled by the Company (collectively, the “Controlled Entities”), or by reason of any action alleged to have been taken or omitted in any such capacity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause the Controlled Entities to, be fully and primarily responsible for the payment to the Covered Person in respect of indemnification or advancement of all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements) in each case, actually and reasonably incurred by or on behalf of a Covered Person in connection with either the investigation, defense or appeal of a claim, demand, action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder (collectively, “Expenses”) in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable) the terms of (i) the Michigan Act, (ii) this Agreement, (iii) any other agreement between the Company or any Controlled Entity and the Covered Person pursuant to which the Covered Person is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any Controlled Entity or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership, certificate of qualification or other organizational or governing documents of any Controlled Entity ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Covered Person may have from the Indemnitee-Related Entities. Under no circumstance shall the Company or any Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Covered Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Covered Person or the obligations of the Company or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to the Covered Person in respect of indemnification or advancement of Expenses with respect to any Jointly Indemnifiable Claim, (i) the Company shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (ii) to the extent not previously and fully reimbursed by the Company or any Controlled Entity pursuant to clause (i), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Covered Person against the Company or any Controlled Entity, as applicable, and (iii) the Covered Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Covered Person agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 9.02(e), entitled to enforce this Section 9.02(e) as though each such Indemnitee-Related Entity were a party to this Agreement. The Company shall cause each of the Controlled Entities to perform the terms and obligations of this Section 9.02(e) as though each such Controlled Entity was the “Company” under this Agreement. For purposes of this Section 9.02(e), the following terms shall have the following meanings:

Exculpation and Indemnification. (a) No Protected Person In the exercise of the powers of the District and its elected and appointed officials, officers, agents and employees involved in the making, funding, or disbursement of the Grant, no such person shall be liable accountable to the Company or any Manager or any other Member Howard for any action taken or omitted to be taken in good faith and reasonably believed by it or them to be authorized or within the discretion or rights or powers conferred. The District and any such person shall be protected in acting upon any paper or document believed to be genuine, and may conclusively rely upon the advice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by other Person with respect to Howard for any claims based upon this Agreement against the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty District or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any person alleging personal liability unless such losses, claims, damages or liabilities are based upon the willful misconduct or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements fraudulent conduct of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act elected or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, directorappointed official, officer, employeeor employee of the District involved in the making, funding, or agent disbursement of the Grant. (b) In the exercise of the powers of the Howard and its elected and appointed officials, officers, agents and employees involved in the making, funding, or disbursement of the Howard Contribution, no such person shall be accountable to District for any action taken or omitted in good faith and reasonably believed by it or them to be authorized or within the discretion or rights or powers conferred. Howard and any such person shall be protected in acting upon any paper or document believed to be genuine, and may conclusively rely upon the advice of counsel and may (but need not) require further evidence of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty fact or intentional and material breach of matter before taking any action. No recourse shall be had by District for any claims based upon this Agreement against Howard or any such person alleging personal liability unless such losses, claims, damages or liabilities are based upon the willful misconduct or fraudulent conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)any elected or appointed official, officer, or employee of Howard involved in the making, funding, or disbursement of the Howard Contribution. (c) The Administrator mayIf a party or any other person entitled to indemnification under this Section 4.5 (“Indemnitee”) receives notice of any claim or action against the Indemnitee with respect to which indemnification is to be sought from a party under this Section 4.5, the Indemnitee will timely notify the party of the claim or action in writing; timely notice shall mean at such a time so as to enable the indemnifying party to meaningfully participate in a defense against such a claim, and in the event of an untimely notice, an indemnifying party’s obligation hereunder shall xxxxx only to the extent such untimeliness was the proximate cause of a loss as to which indemnity is sought hereunder. In the event any such claim is made or action brought against any Indemnitee concerning any matters described in Section 4.5 (a) or (b) of this Agreement and the Indemnitee is entitled to indemnification thereunder, the Indemnitee may direct the indemnifying party to assume the defense of the claim and any action brought on the claim (with counsel reasonably satisfactory to the Indemnitee) and to pay all reasonable expenses incurred as a result of the claim; provided, however, that unless and until the indemnifying party assumes the defense of any such action at the request of such Indemnitee, the indemnifying party shall have the right to participate at its own expense in the defense of any such action. If the indemnifying party shall not have employed counsel to have charge of the defense of any such action (following the notice and direction specified above), or if indemnifying party and an Indemnitee shall have reasonably concluded that there may be defenses available to that Indemnitee which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of such Indemnitee), the Company, reimburse (and/or advance reasonable legal and other expenses incurred by such Indemnitee shall be borne by the indemnifying party. No party will be liable in respect of any settlement effected without its prior consent. The defense of any such claim or action shall include the taking of all actions necessary or appropriate to the extent reasonably required) each Protected Person for defense. The indemnifying party agrees to reimburse any reasonable legal or and other costs and expenses (as incurred) of such Protected Person reasonably incurred by any Indemnitee in connection with investigating, preparing to defend investigating or defending any such loss, claim, lawsuit damage, liability or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions action of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderAgreement. (d) The provisions of this Section 4.2 4.5 shall continue to afford protection to each Protected Person regardless survive the termination of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Subject to the duties of the Managing Member and Officers set forth in Section 7.01, neither the Managing Member nor any other Covered Person described in clause (iii) of the definition thereof shall be liable liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or any Manager or to any other Member Covered Person for any action taken losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted to be taken by it or by other such Covered Person with respect to in good faith on behalf of the Company. There shall be, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected each Covered Person shall be entitled to rely on written or oral reportsto, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed a presumption that such statements were materially falseCovered Person acted in good faith. (b) To A Covered Person shall be fully protected in relying in good faith upon the fullest extent permitted records of the Company and upon such information, opinions, reports or statements presented to the Company by law, any Person as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence. (c) The Company shall indemnify, defend and hold harmless, protect and defend harmless each Protected Covered Person against any losses, claims, damages or damages, liabilities, expenses (including all reasonable legal fees, costs out-of-pocket fees and expenses incurred in investigating or defending against of counsel and other advisors), judgments, fines, settlements and other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities proceedings, in which such Covered Person may be involved or become subject to, in connection with any matter arising out of or in enforcing connection with the Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount (i) is a Protected Person’s right result of a Covered Person not acting in good faith on behalf of the Company or arose as a result of the willful commission by such Covered Person of any act that is dishonest and materially injurious to indemnification the Company, (ii) results from its contractual obligations under any Reorganization Document to be performed in a capacity other than as a Covered Person or from the breach by such Covered Person of Section 9.01 or (iii) results from the breach by any Member (in such capacity) of its contractual obligations under this Agreement. If any Covered Person becomes involved in any capacity in any action, and suit, proceeding or investigation in connection with any amounts expended matter arising out of or in respect of settlements of connection with the Company’s business or affairs, or this Agreement or any claims approved by the Board related document (collectively, “Liabilities”other than any Reorganization Document), to which any Protected Person may become subject: other than (ix) by reason of any act or omission performed or alleged act or omission (even if negligent) arising out of or omitted by such Covered Person that was not in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, good faith on behalf of the Company, reimburse (and/or advance Company or constituted a willful commission by such Covered Person of an act that is dishonest and materially injurious to the extent reasonably requiredCompany or (y) each Protected as a result of any breach by such Covered Person of Section 9.01, the Company shall reimburse such Covered Person for its reasonable legal or and other costs and reasonable out-of-pocket expenses (including the cost of any investigation and preparation) as incurred) of such Protected Person they are incurred in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2therewith; provided, provided that such Protected Covered Person executes a written undertaking shall promptly repay to repay the Company for the amount of any such reimbursed or advanced costs and expenses paid to it if it is shall be finally judicially determined that such Protected Covered Person is was not entitled to indemnification by, or contribution from, the indemnification provided Company in connection with such action, suit, proceeding or investigation. If for any reason (other than the bad faith of a Covered Person or the willful commission by this Section 4.2. Upon any liquidation such Covered Person of an act that is dishonest and materially injurious to the Company) the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such reimbursements Covered Person as a result of such loss, claim, damage, liability, expense, judgment, fine, settlement or advancement of expenses other amount in such proportion as is appropriate to reflect any relevant equitable considerations. There shall be, and each Covered Person shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderentitled to, a rebuttable presumption that such Covered Person acted in good faith. (d) The provisions obligations of this the Company under Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e11.02(c) Any indemnification under this Section 4.2 or otherwise shall be paid satisfied solely out of and to the extent of the Company’s assets onlyassets, and no Covered Person shall have any personal liability on account thereof. (e) Given that certain Jointly Indemnifiable Claims may arise by reason of the service of a Covered Person to the Company and/or as a director, trustee, officer, partner, member, manager, employee, consultant, fiduciary or agent of other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled by the Company (collectively, the “Controlled Entities”), or by reason of any action alleged to have been taken or omitted in any such capacity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause the Controlled Entities to, be fully and primarily responsible for the payment to the Covered Person in respect of indemnification or advancement of all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements) in each case, actually and reasonably incurred by or on behalf of a Covered Person in connection with either the investigation, defense or appeal of a claim, demand, action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder (collectively, “Expenses”) in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable) the terms of (i) the Delaware Act, (ii) this Agreement, (iii) any other agreement between the Company or any Controlled Entity and the Covered Person pursuant to which the Covered Person is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any Controlled Entity and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership, certificate of qualification or other organizational or governing documents of any Controlled Entity ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Covered Person may have from the Indemnitee-Related Entities. Under no circumstance shall the Company or any Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Covered Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Covered Person or the obligations of the Company or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to the Covered Person in respect of indemnification or advancement of Expenses with respect to any Jointly Indemnifiable Claim, (i) the Company shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, to the extent not previously and fully reimbursed by the Company and/or any Controlled Entity pursuant to clause (i), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Covered Person against the Company and/or any Controlled Entity, as applicable, and (iii) the Covered Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Covered Person agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 11.02(e), entitled to enforce this Section 11.02(e) as though each such Indemnitee-Related Entity were a party to this Agreement. The Company shall cause each of the Controlled Entities to perform the terms and obligations of this Section 11.02(e) as though each such Controlled Entity was the “Company” under this Agreement. For purposes of this Section 11.02(e), the following terms shall have the following meanings:

Exculpation and Indemnification. (a) No Protected Person To the fullest extent permissible under all applicable laws, none of the Advisor, its respective members, partners, principals, managers, officers, directors, employees or agents, or any affiliate of the foregoing shall be liable to the Company or any Manager or any other Member Client for any action taken loss or cost arising out of, or in connection with, any act or activity undertaken (or omitted to be taken by it undertaken) in fulfillment of any obligation or by other Person responsibility under or otherwise in connection with respect to this Agreement or the Companyassets or affairs of the Client, including any negligent act such loss sustained by reason of any investment, the sale or failure to actretention of any security or other asset of the Client or any action or omission of any broker or manager of any assets of the Client, except in that any person exculpated from liability under this Section 14 (each, a "Covered Person") shall not be exculpated from any liability arising from losses to the case of a liability resulting from extent such Protected Person’s own actual fraudlosses are attributable to his, her or its gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty fraud or any intentional and or material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To The Client shall indemnify and hold each Covered Person harmless to the fullest extent permitted by lawlegally permissible under all applicable laws, the Company shall indemnify, hold harmless, protect from and defend each Protected Person against any and all judgments, sums paid in settlement of claims, obligations, charges, actions (formal or informal), claims (including, without limitation, claims for personal injury under any theory or for real or personal property damage), liens, taxes, administrative proceedings, losses, claimsdamages (including, damages or liabilitieswithout limitation, including reasonable legal punitive damages), penalties, fines, court costs, administrative service fees, costs or expenses (including, without limitation, reasonable attorneys' fees and expenses related costs incurred in investigating or defending against any by such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Covered Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities defense of the Company; any action or threatened action based on any act or omission, which attorneys' fees may be paid as incurred), liability (iiincluding all such liabilities under federal and state securities laws) by reason of the fact that it is or was acting damage incurred or suffered in connection with the activities performance by such Covered Persons of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employeetheir responsibilities to, or agent of any Personotherwise in connection with this Agreement or the assets or affairs of, the Client; unlessprovided, however, that a Covered Person shall not be indemnified for losses to the extent such Liability results from such Protected Person’s own actual fraudlosses are attributable to his, her or its gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty fraud or intentional and or material breach of this Agreement Agreement. The right of any Covered Person to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Covered Person may otherwise be entitled by contract or conduct as a matter of law or equity and shall extend to his, her or its heirs, successors, assigns and legal representatives. Notwithstanding the foregoing, the Client shall have no obligation to indemnify any Covered Person for any liabilities relating to costs or expenses that is subject are the responsibility of a criminal proceeding (where such Protected Person has reasonable cause the Advisor pursuant to believe that such conduct was unlawful)this Agreement. (c) The Administrator mayClient shall pay, on behalf of the Company, reimburse (and/or advance to the full extent reasonably required) each Protected Person for permitted by law, reasonable legal or other costs and expenses (as incurredincluding legal fees) of such Protected incurred by any Covered Person in connection with investigating, preparing to defend or defending any action, claim, lawsuit suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other proceeding relating to regulatory agency, body or commission, whether pending or merely threatened, whether or not any Liabilities for which the Protected Covered Person or may be indemnified pursuant to this Section 4.2 and for all costs and expensesa party thereto, including feesinterest on any of the foregoing, expenses and disbursements in advance of attorneyssuch action, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2claim, suit, inquiry, proceeding, investigation or appeal; provided, however, that no Covered Person shall be advanced any such Protected expenses unless, prior thereto, such Covered Person executes a written undertaking has agreed in writing to repay promptly reimburse the Company Client for such reimbursed or advanced costs and expenses if advances in the event it is finally judicially later determined that such Protected Covered Person is was not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Companywith respect to such action, such reimbursements claim, suit, inquiry, probing, investigation or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderappeal. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless termination of any subsequent amendment proceeding by settlement shall not be deemed to this Agreement; provided, that, no create a presumption that the Covered Person involved in such amendment shall reduce settlement acted in a manner which constituted gross negligence or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendmentwillful misconduct. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Person Member nor any Officer, Director, employee, agent or committee member of BOX Holdings nor any employee, representative, agent, director or Affiliate of any Member (including the heirs, executors, and administrators of any such Person) (each an “Indemnified Person”) shall be liable to the Company or any Manager BOX Holdings or any other Person who is bound by this Agreement (including any Member and the Exchange) for any action taken loss, damage or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses claim incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission performed or alleged act or omission (even if negligent) arising out omitted by such Indemnified Person in good faith on behalf of or BOX Holdings and in connection with a manner reasonably believed to be within the activities scope of the Company;authority conferred on such Indemnified Person in accordance with this Agreement, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred if and to the extent (1) such loss, damage or claim is the result of the Indemnified Person’s fraud, bad faith or willful misconduct, (2) with respect to any criminal proceeding, the Indemnified Person believed or had reasonable cause to believe that such Indemnified Person’s conduct giving rise to such loss, damage or claim was unlawful or (3) such Indemnified Person deliberately breached such Indemnified Person’s duty to BOX Holdings, in each case as determined by a final, unappealable judgment by a court of competent jurisdiction. (iib) BOX Holdings may indemnify any Person against any claim to the extent determined by the Board to be in the best interests of BOX Holdings. BOX Holdings shall indemnify, and hold harmless, to the fullest extent permitted by law as it presently exists or may thereafter be amended, any Indemnified Person who, by reason of the fact that it such Person is or was acting in connection with the activities a Director, Officer, employee or agent of the Company in BOX Holdings, or a member of any capacity committee of BOX Holdings, or that it is or was a Director, Officer, employee or agent of BOX Holdings who is or was serving at the request of the Company BOX Holdings as a partnerdirector, shareholderofficer, employee or agent of another Person, including without limitation service with respect to employee benefit plans, is or was a party, or is threatened to be made a party to (i) any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, or (ii) any threatened, pending, or completed action, suit or proceeding by or in the right of BOX Holdings to procure a judgment in its favor, in each case against expenses (including attorneys’ fees and disbursements), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with the defense or settlement of, or otherwise in connection with, any such action, suit, or proceeding (collectively, “Indemnified Claims”). Notwithstanding the foregoing, no Indemnified Person shall be indemnified by BOX Holdings, and no claim shall be an Indemnified Claim, if and to the extent (1) such claim is the result of the Indemnified Person’s fraud, bad faith or willful misconduct, (2) with respect to any criminal proceeding, the Indemnified Person believed or had reasonable cause to believe that such Indemnified Person’s conduct giving rise to such claim was unlawful or (3) such Indemnified Person deliberately breached such Indemnified Person’s duty to BOX Holdings, in each case as determined by a final, unappealable judgment by a court of competent jurisdiction (c) BOX Holdings shall advance expenses (including attorneys’ fees and disbursements) to Indemnified Persons for Indemnified Claims; provided, however, that the payment of such expenses incurred by such Indemnified Person, in advance of the final disposition of the matter, shall be conditioned upon receipt of a written undertaking by the Person to repay all amounts advanced if it should be ultimately determined that the Person is not entitled to be indemnified under this Section 13.1 or otherwise. (d) Notwithstanding the foregoing or any other provision of this Agreement, no advance shall be made by BOX Holdings to any Indemnified Person if a determination is reasonably and promptly made by the Board by those Directors holding a majority of the Total Votes represented by Directors who have not been named parties to the action, even though less than a quorum, or, if there are no such Directors or if such Directors so direct, by independent legal counsel, that, based upon the facts known to the Board or such counsel at the time such determination is made: (1) such Indemnified Person committed fraud, acted in bad faith or engaged in willful misconduct; (2) with respect to any criminal proceeding, such Indemnified Person believed or had reasonable cause to believe that such Indemnified Person’s conduct was unlawful; or (3) such Indemnified Person deliberately breached such Indemnified Person’s duty to BOX Holdings. (e) The indemnification provided by this Section 13.1 in a specific case shall not be deemed exclusive of any other rights to which an Indemnified Person may be entitled, both as to action in his or her official capacity and as to action in another capacity while in such capacity, and shall continue as to an Indemnified Person who has ceased to be a Director, Officer, or committee member, employee, or agent and shall inure to the benefit of such Indemnified Person’s heirs, executors, and administrators. (f) Any repeal or modification of the foregoing provisions of this Section 13.1 shall not adversely affect any right or protection hereunder of any Person respecting any act or omission occurring prior to the time of such repeal or modification. (g) If a claim for indemnification or advancement of expenses under this Section 13.1 is not paid in full within 60 days after a written claim therefor by an Indemnified Person has been received by BOX Holdings, the Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, BOX Holdings shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses. (h) BOX Holdings shall have the power to purchase and maintain insurance on behalf of any Person who is or was a Director, Officer, or committee member, employee or agent of BOX Holdings, or who is or was serving as a director, officer, employee, or agent of another Person against any Person; unlessliability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Liability results from such Protected Person’s own actual fraudstatus as such, gross negligencewhether or not BOX Holdings is required to indemnify such Person against such liability hereunder. (i) A Indemnified Person shall be fully protected in relying in good faith upon the records of BOX Holdings and upon such information, willful misconductopinions, bad faithreports or statements presented to BOX Holdings by any Person as to matters the Indemnified Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of BOX Holdings, breach including information, opinions, reports or statements as to the value and amount of the assets, liabilities or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid. (j) To the extent that, at law or in equity, a Indemnified Person has duties (including fiduciary dutyduties) and liabilities relating thereto to BOX Holdings or to any other Indemnified Person, reckless disregard of duty a Indemnified Person acting under this Agreement shall not be liable to BOX Holdings or intentional and material breach to any other Indemnified Person who is bound by this Agreement for his or her good faith reliance on the provisions of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)any approval or authorization granted by BOX Holdings or any other Indemnified Person. (ck) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification foregoing provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon 13.1 shall survive any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions termination of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Subject to the duties of the Managing Member and Officers set forth in Section 7.04, neither the Managing Member nor any other Covered Person described in clause (iii) of the definition thereof shall be liable liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or any Manager or to any other Member Covered Person for any action taken losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted to be taken by it or by other such Covered Person with respect to in good faith on behalf of the Company. There shall be, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected each Covered Person shall be entitled to rely on written or oral reportsto, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed a presumption that such statements were materially falseCovered Person acted in good faith. (b) To A Covered Person shall be fully protected in relying in good faith upon the fullest extent permitted records of the Company and upon such information, opinions, reports or statements presented to the Company by law, any Person as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence. (c) The Company shall indemnify, defend and hold harmless, protect and defend harmless each Protected Covered Person against any losses, claims, damages or damages, liabilities, expenses (including all reasonable legal fees, costs out-of-pocket fees and expenses incurred in investigating or defending against of counsel and other advisors), judgments, fines, settlements and other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities or proceedings, in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected such Covered Person may be involved or become subject: (i) by reason of subject to, in connection with any act or omission or alleged act or omission (even if negligent) matter arising out of or in connection with the activities Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount (i) is as a result of a Covered Person not acting in good faith on behalf of the Company or arose as a result of the willful commission by such Covered Person of any act that is dishonest and materially injurious to the Company; , (ii) results from its contractual obligations under any Reorganization Document to be performed in a capacity other than as a Covered Person or from the breach by such Covered Person of Section 9.01 or (iii) results from the breach by any Member (in such capacity) of its contractual obligations under this Agreement. If any Covered Person becomes involved in any capacity in any action, suit, proceeding or investigation in connection with any matter arising out of or in connection with the Company’s business or affairs, or this Agreement or any related document, other than by reason of a Covered Person not acting in good faith on behalf of the Company or by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent willful commission by such Covered Person of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct act that is subject of a criminal proceeding (where such Protected Person has reasonable cause dishonest and materially injurious to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, the Company shall reimburse such Covered Person for its reasonable legal and other reasonable out-of-pocket expenses (and/or advance including the cost of any investigation and preparation) as they are incurred in connection therewith; provided that such Covered Person shall promptly repay to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) Company the amount of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses paid to it if it is shall be finally judicially determined that such Protected Covered Person is was not entitled to indemnification by, or contribution from, the indemnification provided Company in connection with such action, suit, proceeding or investigation. If for any reason (other than by this Section 4.2. Upon any liquidation reason of a Covered Person not acting in good faith on behalf of the Company or by reason of the willful commission by such Covered Person of any act that is dishonest and materially injurious to the Company) the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such reimbursements Covered Person as a result of such loss, claim, damage, liability, expense, judgment, fine, settlement or advancement of expenses other amount in such proportion as is appropriate to reflect any relevant equitable considerations. There shall be, and each Covered Person shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderentitled to, a rebuttable presumption that such Covered Person acted in good faith. (d) The provisions obligations of this the Company under Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e10.02(c) Any indemnification under this Section 4.2 or otherwise shall be paid satisfied solely out of and to the extent of the Company’s assets onlyassets, and no Covered Person shall have any personal liability on account thereof. (e) Given that certain Jointly Indemnifiable Claims may arise by reason of the service of a Covered Person to the Company or as a director, trustee, officer, partner, member, manager, employee, consultant, fiduciary or agent of other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled by the Company (collectively, the “Controlled Entities”), or by reason of any action alleged to have been taken or omitted in any such capacity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause the Controlled Entities to, be fully and primarily responsible for the payment to the Covered Person in respect of indemnification or advancement of all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements) in each case, actually and reasonably incurred by or on behalf of a Covered Person in connection with either the investigation, defense or appeal of a claim, demand, action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder (collectively, “Expenses”) in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable) the terms of (i) the Delaware Act, (ii) this Agreement,

Exculpation and Indemnification. (a) No Protected Person Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any Manager or any other Member member thereof for any action act or omission taken or omitted to be taken in good faith by it a Covered Person and in the reasonable belief that such act or by other Person with respect omission is in or is not contrary to the Company, including any negligent best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual omission does not constitute fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty faith or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falsegross negligence. (b) To the fullest extent permitted by lawthe Act, the Company shall indemnify, indemnify and hold harmless, protect harmless each Covered Person from and defend each Protected Person against any and all losses, claims, damages or demands, liabilities, including reasonable legal feesexpenses, costs judgments, fines, settlements and expenses incurred in investigating or defending against other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities proceedings, civil, criminal, administrative or investigative, in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by which the Board (collectively, “Liabilities”), to which any Protected Covered Person may become subject: (i) by reason of any act be involved, or omission threatened to be involved, as a party or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) otherwise, by reason of the fact that it is or was acting in connection with Covered Person’s management of the activities affairs of the Company in any capacity or that it is which relates to or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf arises out of the Company, reimburse (and/or advance to the extent reasonably required) each Protected its property, business or affairs. A Covered Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may shall not be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of 16 with respect to any subsequent amendment claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim; demand, action, suit or proceeding shall, from time to this Agreement; providedtime, that, no such amendment shall reduce or restrict be advanced by the extent to which these indemnification provisions apply to actions taken or omissions made Company prior to the date final disposition of such amendment. (e) Any indemnification under claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only16.

Exculpation and Indemnification. (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against (iii) for any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended matter in respect of settlements which such director shall be liable under Section 174 of the DGCL or any claims approved amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit. If the DGCL is amended to eliminate or further limit the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the Board DGCL. The Corporation may (collectivelyby bylaw, “Liabilities”)resolution, agreement or otherwise) indemnify to which the fullest extent permitted by law any Protected Person may become subject: (i) by reason of any act person made or omission threatened to be made a party to an action or alleged act proceeding, whether criminal, civil, administrative or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) investigative, by reason of the fact that it he, she, his or her testator or intestate is or was acting in connection with the activities a director, officer, employee or agent of the Company in Corporation or any capacity predecessor to the Corporation or that it is serves or was serving served at any other enterprise as a director, officer, employee or agent at the request of the Company as a partner, shareholder, member, director, officer, employee, Corporation or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance predecessor to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions Corporation. Neither amendment nor repeal of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay 6 of Article VI nor the Company for such reimbursed or advanced costs adoption of any provision of this Amended and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by Restated Certificate of Incorporation inconsistent with this Section 4.2. Upon 6 of Article VI shall eliminate or reduce the effect of this paragraph in respect of any liquidation matter occurring, or any cause of the Companyaction, such reimbursements suit or advancement claim that, but for this Section 6 of expenses shall be reimbursed by the Company to the Administrator Article VI, would accrue or arise, prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment, repeal or adoption of an inconsistent provision. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Person shall be liable to To the fullest extent permitted by Law, each present and former Member (including the Managing Member in its capacity as such) and officer of the Company or any Manager or any other and its Subsidiaries, and each present and former Affiliate of a Member for any action taken or omitted to be taken by it or by other Person with respect (including the Managing Member in its capacity as such), and each of their respective present and former officers, directors, stockholders, partners, members, managers, employees, Affiliates, representatives, and agents, and their respective successors, heirs, and legal and personal representatives (each, a “Covered Person”) shall have no liability to the Company, including any negligent Member, or any other Person and is hereby exculpated from any liability arising out of or relating to the Company, its Subsidiaries or its or their respective business, assets, properties, or liabilities or any act or failure to actomission performed or omitted by such Covered Person in relation thereto unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, except in respect of such act or omission, and taking into account the acknowledgments and agreements set forth in this Agreement, such Covered Person has breached the express provisions of this Agreement or the implied contractual covenant of good faith and fair dealing, engaged in bad faith, fraud, willful misconduct or, in the case of a liability resulting from criminal matter, acted with knowledge that such Protected Covered Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)criminal. With Notwithstanding the prior consent of the Boardforegoing, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of nothing in this Agreement) and Section 6.07 shall be fully protected and justified deemed to impose fiduciary duties on any Member or otherwise modify or limit the standard of care set forth in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falseSection 6.04. (b) To the fullest extent permitted by lawLaw, the Company shall indemnify, indemnify and hold harmless, protect harmless each Covered Person from and defend each Protected Person against any lossesand all Claims in which such Covered Person may be involved, claimsor threatened to be involved, damages as a party or liabilitiesotherwise, including reasonable legal feesarising out of or relating to the Company, costs and expenses incurred in investigating its Subsidiaries or defending against any such lossesits or their respective business, claimsassets, damages properties, or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission performed or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) omitted by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Covered Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2relation thereto; provided, however, that such Protected no Covered Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.this

Exculpation and Indemnification. (a) No Protected Person Manager or Officer shall be liable to the Company or any Manager the Members (i) for mistakes of judgment or any other Member for any action taken act or omitted to be omission suffered or taken by it it, or by other Person with respect for losses due to any such mistakes, action or inaction, except to the Companyextent that the mistake, including any negligent act action, or failure to act, except in inaction was caused by the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty faith or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice gross negligence of such counsel Manager or accountants. In determining whether a Protected Person acted with Officer or (ii) for the requisite degree willful misfeasance, negligence, bad faith or other conduct of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors any independent contractor of the Company selected with reasonable care; by the Board of Managers or Officer, provided that no such Protected Person independent contractor (including any who may rely upon such statements if it believed that such statements were materially falsebe a Member) was selected, engaged or retained and continued in good faith. (b) To the fullest maximum extent permitted by applicable law, and except as provided in Section 4.3(a) hereof, no Manager or Officer shall be liable for and the Company shall indemnifyindemnify each Manager and Officer against, and agrees to hold harmlessthe Manager and Officer harmless from, protect all liabilities and defend each Protected Person against any losses, claims, damages or liabilities, claims (including reasonable legal fees, costs attorneys' fees and expenses incurred in investigating or defending against any such lossesliabilities and claims) against a Manager and Officer, claims, damages arising from such Manager's or liabilities or Officer's performance of its duties in enforcing a Protected Person’s right to indemnification under conformance with the terms of this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator mayA Manager or Officer may consult with legal counsel or accountants, on behalf and any action or omission suffered or taken in good faith in reliance and accordance with the written opinion or advice of the Company, reimburse any such counsel or accountants (and/or advance provided such have been selected with reasonable care) shall be full protection and justification with respect to the extent reasonably required) each Protected Person for reasonable legal action or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend omission so suffered or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereundertaken. (d) The In the event that any Member or Officer shall, notwithstanding the provisions of Section 18-303 of the Act to the contrary (and solely as a result of the inapplicability, or deemed inapplicability of such provision of the Act), become liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, then the Company shall indemnify such Member or Officer and hold such Member or Officer harmless from and against any such liability of such Member or Officer (together with reasonable attorneys' fees and expenses in defending against any claimant seeking to impose any such liability) to the extent that it related to or arose out of any action taken or any transaction effected by a Manager or Officer under this Section 4.2 shall continue Agreement or any action which a Manager or Officer failed to afford protection take or any transaction which a Manager or Officer failed to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to effect and which such Protected Person became entitled Manager or Officer was obligated to indemnification take or effect under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 Neither any other Member nor any Manager or otherwise Officer shall be paid out personally liable for the return of all or any part of a Member's Capital Contribution or payment of any amounts allocated to it or credited to its Capital Account, which return or payment shall be made solely from, and to the extent of, the Company's assets pursuant to the terms of this Agreement. (f) The Company shall indemnify and hold harmless all employees and agents of the Company’s assets onlyCompany and all officers, directors, employees and agents of any Subsidiary of the Company (to the extent not provided by any such Subsidiary) to the fullest extent permitted under applicable law and in accordance with this Section 4.3(a).

Exculpation and Indemnification. (a) No Protected Person Partner or other authorized agent of the Partnership shall be liable to the Company or any Manager Partnership, or any other Member person or entity who has an interest in the Partnership, for any action taken loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Partnership and in a manner reasonably believed to be taken within the scope of the authority conferred on such person by it or by other Person with respect to the Company, including any negligent act or failure to actthis Agreement, except in the case that such person shall be liable for any such loss, damage or claim incurred by reason of a liability resulting from such Protected Personperson’s own actual fraud, gross negligence, willful misconduct, misfeasance or bad faith. In the event that any Partner, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement its direct or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Boardindirect partners, members, stockholders, other equity owners or controlling persons, or any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faithdirectors, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of caremanaging directors, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directorsmanagers, officers, employees, consultantsagents, attorneystrustees, accountants and professional advisors incorporators, organizers, affiliates or controlling persons of any of the Company selected foregoing (collectively, the “Indemnified Persons”; and each an “Indemnified Person”), becomes involved, in any capacity in any threatened, pending or completed, action, suit proceeding or investigation, in connection with reasonable care; provided that no any matter arising out of or relating to the Partnership’s business or affairs, to the fullest extent permitted by applicable law, any legal and other expenses (including the cost of any investigation and preparation) incurred by such Protected Indemnified Person may rely in connection therewith shall, from time to time, be advanced by the Partnership prior to the final disposition of such action, suit, proceeding or investigation upon receipt by the Partnership of an undertaking by or on behalf of the Indemnified Person to repay such statements amount if it believed shall ultimately be determined that such statements were materially false. (b) Indemnified Person is not entitled to be indemnified by the Partnership in connection with such action, suit proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company shall indemnify, Partnership also will indemnify and hold harmless, protect and defend each Protected harmless an Indemnified Person against any losses, claims, damages or damages, liabilities, including reasonable legal feesobligations, costs penalties, actions, judgments, suits, proceedings, costs, expenses and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements disbursements of any claims approved by the Board kind or nature whatsoever (collectively, “LiabilitiesCosts”), to which any Protected such an Indemnified Person may become subject: (i) by reason of subject in connection with any act or omission or alleged act or omission (even if negligent) matter arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is Partnership’s business or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partneraffairs, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance except to the extent reasonably required) each Protected Person for reasonable legal that any such Costs result solely from the willful misfeasance or other costs and expenses (as incurred) bad faith of such Protected Person in connection with investigatingIndemnified Person. If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, preparing or insufficient to defend hold it harmless, then the Partnership shall contribute to the amount paid or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred payable by such Protected Indemnified Person as a result of such Costs in enforcing such proportion as is appropriate to reflect not only the indemnification provisions of this Section 4.2; provided, that relative benefits received by the Partnership on the one hand and such Protected Indemnified Person executes a written undertaking to repay on the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to other hand but also the indemnification provided by this Section 4.2. Upon any liquidation relative fault of the CompanyPartnership and such Indemnified Person, such reimbursements or advancement as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification Partnership under this Section 4.2 19 shall be in addition to any liability which the Partnership may otherwise have to any Indemnified Person and regardless shall be binding upon and inure to the benefit of any subsequent amendment to this Agreement; providedsuccessors, thatassigns, no such amendment shall reduce or restrict heirs and personal representatives of the extent to which these indemnification provisions apply to actions taken or omissions made prior to Partnership and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the date of such amendment. (e) Any indemnification Partnership under this Section 4.2 or otherwise 19 shall be paid out of and limited to the extent Partnership’s assets, and no Partner shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of the Company’s assets onlythis Agreement.

Exculpation and Indemnification. (a) No Protected Person ‌ The Environmental Response Trust Parties shall be liable and hereby are exculpated by all Persons and entities, including, without limitation, holders of claims and other parties in interest, of and from any and all claims, causes of action and other assertions of liability arising out of the ownership of the Environmental Response Trust Assets or the Environmental Response Trust Proceeds and the discharge of the powers and duties conferred upon the Environmental Response Trustee and the Environmental Response Trust by the Plan, this Agreement, or any order of the Court entered pursuant to or in furtherance of the Plan or this Agreement, or applicable Law or otherwise, other than actions or omissions to act to the Company extent determined by a final order of a Court to be due to their own respective willful misconduct or fraud. No holder of a claim or other party in interest will have or be permitted to pursue any claim or cause of action against any Environmental Response Trust Party for making payments in accordance with the Plan, this Agreement, or any Manager order of a Court, or for implementing the provisions of the Plan, this Agreement, or any order of a Court. The Environmental Response Trust shall indemnify, defend and hold harmless (without the Environmental Response Trust Parties having to first pay from their own funds) the Environmental Response Trust Parties from and against any and all claims, causes of action, liabilities, obligations, losses, costs, judgments, damages or expenses (including attorneys’ fees) (other Member for than on account of actions or omissions to act to the extent determined by a final order of a Court to be due to their own respective willful misconduct or fraud) to the fullest extent permitted by applicable Law, provided that such indemnification shall be limited to funds in the Environmental Response Trust Account. It shall be an irrebuttable presumption that any action taken or omitted to be taken by it with the approval of the Court shall not constitute willful misconduct or by other Person with respect fraud. The United States and the GVI enter into this agreement in their sovereign capacities, pursuant to the Company, including any negligent act or failure their authority to act, except enforce Environmental Laws. Nothing in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected interpreted as a waiver of their sovereign immunity, and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled Governmental Units hereby assert their sovereign immunity to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law. Nothing in this Agreement including, the Company shall indemnifywithout limitation, hold harmlessSections 4.9, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee4.11, or agent of any Person; unless4.12, such Liability results shall preclude the United States or the GVI from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach enforcing the terms of this Agreement or conduct shall preclude the United States from bringing an action under RCRA against the Environmental Response Trust asserting that is the Environmental Response Trust must be substituted for Hovensa as a permittee under the RCRA Permit or the RCRA Post-Closure Permit and must comply with the obligations of such permits, subject to the limitations set forth in Section 4.9(c) of a criminal proceeding this Agreement (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance except to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of that the United States seeks to have any such Protected Person in connection obligations satisfied with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless proceeds of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendmentinsurance policy. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.)

Exculpation and Indemnification. (a) No To the maximum extent permitted by 6 Del. C. § 18-1101 and/or any other federal or state applicable statute, law or rule, no Protected Person shall be liable to the Company or to any Series or any Manager or any other Member for of any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)Series. With the prior consent of the BoardCompany Manager, any Protected Person may consult with legal counsel and accountants with respect to Company and Series affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company and of any Series selected with reasonable care; provided that no such Protected Person may rely upon such statements if it that Protected Person believed that such statements were materially false. (b) To the fullest maximum extent permitted by law6 Del. C. § 18-1101 or any other applicable statute, the Company law or rule, each Series shall indemnify, hold harmless, protect and defend each Protected Person who was or is a party or is threatened to be made a party, to any threatened, pending or contemplated claim, demand, action, suit or proceeding, whether civil, criminal, administrative, legislative or investigative (a Proceeding”) against any expenses, losses, claims, judgments, fines, demands, costs, damages or liabilities, including reasonable actual legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board Company Manager, and other amounts of any nature whatsoever, known or unknown, liquidated or unliquidated, actually incurred by the Protected Person in connection with any Proceeding (collectively, “Liabilities”), to which any Protected Person may become subject: subject (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; Company and/or a Series; or (ii) by reason of the fact that it is or was acting in connection with the activities of the Company and/or a Series in any capacity or that it is or was serving at the request of the Company such Series as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless. The termination of any Proceeding by judgment, such Liability results from such order, settlement, conviction or pleas of nolo contendere or its equivalent shall not of itself create a presumption that the Protected Person did not act in good faith or did not act in a manner that the Protected Person reasonably believed to be in and not opposed to the best interest of the Company and or any Series and/or any other Protected Person’s own actual fraud, gross negligenceand with respect to any criminal proceeding, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has did not have reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the CompanySeries for which such Administrator was appointed, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 5.02 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.25.02; provided, that such Protected Person executes a written undertaking to repay the Company applicable Series for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.25.02. Upon any liquidation of the Companyapplicable Series or the Company overall, such reimbursements or advancement of expenses shall be reimbursed by the Company applicable Series to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 5.02 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 5.02 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) The Company and each Series shall have the power to purchase and maintain insurance on behalf of any Protected Person to reimburse such Protected Person for expenses incurred by such Protected Person in any such capacity or arising out of such Protected Person’s status as such, whether or not the Company or any Series would have the power to indemnify such Person against such liability under the provisions of this Section 5.02. Any indemnification under this Section 4.2 5.02 or otherwise shall be paid only out of and to the extent of the Company’s applicable Series’ assets onlyor insurance maintained by the Series for such purposes.

Exculpation and Indemnification. (a) No Protected Person Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative, or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any Manager or any other Member member thereof for any action act or omission taken or omitted to be taken in good faith by it a Covered Person and in the reasonable belief that such act or by other Person with respect omission is in or is not contrary to the Company, including any negligent best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual omission does not constitute fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty faith or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falsegross negligence. (b) To the fullest extent permitted by lawthe Act, the Company shall indemnify, indemnify and hold harmless, protect harmless each Covered Person from and defend each Protected Person against any and all losses, claims, damages or demands, liabilities, including reasonable legal feesexpenses, costs judgments, fines, settlements and expenses incurred in investigating or defending against other amounts arising from any such losses, and all claims, damages demands, actions; ‘suits or liabilities proceedings, civil, criminal, administrative or investigative, in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by which the Board (collectively, “Liabilities”), to which any Protected Covered Person may become subject: (i) by reason of any act be involved, or omission threatened to be involved, as a party or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) otherwise, by reason of the fact that it is or was acting in connection with Covered Person’s management of the activities affairs of the Company in any capacity or that it is which relates to or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf arises out of the Company, reimburse (and/or advance to the extent reasonably required) each Protected its property, business or affairs. A Covered Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may shall not be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of 16 with respect to any subsequent amendment claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to this Agreement; providedtime, that, no such amendment shall reduce or restrict be advanced by the extent to which these indemnification provisions apply to actions taken or omissions made Company prior to the date final disposition of such amendment. (e) Any indemnification under claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only16.

Exculpation and Indemnification. The Company (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Companywill defend, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected hold harmless any Person against who was or is a party or is threatened to be made a party to any lossesthreatened, claimspending or completed action, damages suit or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) proceeding by reason of the fact that it such Person (i) is or was acting in connection with the activities a Member, a Manager or an officer of the Company in any capacity or that it that, being or having been such a Member, Manager, or officer of such parties, such Person is or was serving at the request of the Company as a partner, shareholder, membermanager, director, officer, employee, consultant or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, or (ii) is or was an officer, director, member, employee, consultant or other agent of an Affiliate of the Company and (b) may defend, indemnify, protect and hold harmless any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such Person is or was an employee, consultant or agent of the Company or an Affiliate of the Company (all such Persons specified in subsections (a) and (b) being referred to hereinafter as a “Covered Person”), to the fullest extent permitted by applicable law in effect on the Effective Date and to such greater extent as applicable law may hereafter from time to time permit; provided, however, that any Person; unlesssuch Covered Person will not be entitled to indemnification hereunder if the loss or damage was the result of fraud, such Liability results from such Protected Person’s own actual frauddeceit, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional misconduct or a knowing violation of law by such Covered Person. The foregoing defense, indemnification and material breach hold harmless obligation will extend to (x) any cost, damage, disbursement, expense, liability, loss, deficiency, diminution in value, obligation, penalty or settlement of this Agreement any kind or conduct nature, whether foreseeable or unforeseeable, including interest or other carrying costs, penalties, and (y) legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by the specified Person as a result of such threatened, pending or completed action, suit or proceeding which shall be paid by the Company when due (“Losses”); provided, however, that such Covered Person may be required to repay such expenses if it is subject determined by agreement between such Covered Person and the Company or, in the absence of such an agreement, by a final judgment of a criminal proceeding (where such Protected Person has reasonable cause to believe court of competent jurisdiction that such conduct was unlawful). (c) Covered Person is not entitled to be indemnified pursuant to this Section 11.2. The Administrator mayCompany will be authorized, on behalf of the Company, reimburse (and/or advance to enter into indemnity agreements from time to time with any Covered Person entitled to be indemnified by the extent reasonably required) each Protected Person for reasonable legal or Company hereunder, upon such terms and conditions as the Board of Managers deems appropriate in its business judgment. The indemnification rights set forth herein will be in addition to, and will not be exclusive of, any other costs and expenses (as incurred) of rights to which such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Covered Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred entitled by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 contract or otherwise shall be paid out of and to the extent of the Company’s assets onlyunder applicable law.

Exculpation and Indemnification. (a) No Protected Person The Company shall be liable indemnify, defend and hold harmless the Trading Advisor and its affiliates and their respective directors, officers, shareholders, employees and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs and expenses (including any investigatory, legal and other expenses incurred in connection with, and any amounts paid in, any settlement; provided that the Company shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding relating to any of such person’s actions or capacities relating to the business or activities of the Company pursuant to this Agreement; provided that the conduct of such person which was the subject of the demand, claim, lawsuit, action or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross proceeding did not constitute negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty misconduct or any intentional and material a breach of this Agreement or conduct that is subject of any fiduciary obligation to the Company and was done in good faith and in a criminal proceeding (where manner such Protected Person has reasonable cause person reasonably believed to believe that such conduct was unlawful). With be in, or not opposed to, the prior consent best interests of the BoardCompany. The termination of any demand, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any claim, lawsuit, action or inaction which is taken or omitted proceeding by settlement shall not, in itself, create a presumption that the conduct in question was not undertaken in good faith, in reliance upon faith and in accordance with a manner reasonably believed to be in, or not opposed to, the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements best interests of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falseCompany. (b) To the fullest extent permitted by law, the Company The Trading Advisor shall indemnify, defend and hold harmlessharmless the Company, protect the Manager, their respective affiliates and defend each Protected Person their respective directors, officers, shareholders, employees and controlling persons from and against any and all losses, claims, damages or liabilitiesdamages, including reasonable legal feesliabilities (joint and several), costs and expenses (including any reasonable investigatory, legal and other expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreementconnection with, and any amounts expended in respect of settlements of paid in, any claims settlement; provided that the Trading Advisor shall have approved by the Board (collectivelysuch settlement) resulting from a demand, “Liabilities”)claim, lawsuit, action or proceeding relating to which any Protected Person may become subject: (i) by reason of any act action or omission of the Trading Advisor or alleged act any of its respective officers, directors or omission (even if negligent) arising out of employees relating to the business or in connection with the activities of such person under this Agreement or relating to the Company; (ii) by reason management of the fact that it is or was acting in connection with the activities an account of the Company in any capacity provided: the action or that it is or omission of such person which was serving at the request subject of the Company as demand, claim, lawsuit, action or proceeding constituted negligence or misconduct or a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject was an action or omission taken otherwise than in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)the Company. (c) The Administrator mayTrading Advisor, on behalf its officers, directors, employees and shareholders shall not be liable to the Company and its officers, directors or members or to any of their successors or assigns except by reason of acts or omissions in contravention of the express terms of this Agreement, or due to their intentional misconduct or negligence, or by reason of not having acted in good faith and in the reasonable belief that such actions or omissions were in, or not opposed to, the best interests of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions foregoing agreement of this Section 4.2 indemnity shall continue be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to afford protection to each Protected Person regardless of whether such Protected Person remains in an indemnified party. (e) In the position or capacity pursuant to which such Protected Person became event that a person entitled to indemnification under this Section 4.2 13 is made a party to an action, suit or proceeding alleging both matters for which indemnification may be due hereunder and regardless matters for which indemnification may not be due hereunder, such person shall be indemnified only in respect of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendmentformer matters. (ef) Any indemnification Promptly after receipt by any of the indemnified parties under this Section 4.2 Agreement of notice of any demand, claim, lawsuit, action or otherwise proceeding, the indemnified party shall notify the indemnifying party in writing of the commencement thereof if a claim for indemnification in respect thereof is to be paid out of and made under this Agreement. Except to the extent that the indemnifying party is not materially prejudiced thereby, the omission so to notify shall relieve the indemnifying party from any obligation or liability which it may have to any such indemnified party under this section. In the event that such demand, claim, lawsuit, action or proceeding is brought against a person entitled to be indemnified under this Agreement, and the indemnifying party is notified of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that the indemnifying party may wish to assume the defense thereof, with counsel selected by the indemnifying party and approved by the indemnified person (provided that approval may not be unreasonably withheld), and after notice from the indemnifying party to such indemnified person of the indemnifying party’s election so as to assume the defense thereof, the indemnifying party shall not be liable to such person under this section for any legal or other expenses subsequently incurred by such person in connection with the defense thereof, unless the indemnifying party approves the employment of separate counsel by such person (it being understood, however, that the indemnifying party shall not be liable for legal or other expenses of more than one separate firm of attorneys for all such persons indemnified hereunder, which firm shall be designated in writing by the Trading Advisor or the Company’s assets only, as the case may be).

Exculpation and Indemnification. During the period prior to the IPO Date, the Constitutive Documents shall provide, subject to Applicable Law, that: (a) No Protected Person none of the Members nor any of their respective affiliates (other than IX Company) nor any director, officer, employee, stockholder, partner, member, agent or representative of IX Company, of any Member or of their respective Affiliates (each an "INDEMNIFIED PERSON") shall be liable to the IX Company or any Manager or any other Member to the Members for any action loss, claim, damage or liability arising from, related to, or in connection with, such Constitutive Documents or IX Company's business or affairs, except for any loss, claim, damage or liability determined by final judgment of a court of competent jurisdiction to have resulted from such Indemnified Person's acts or omissions taken or omitted to be taken by it or by other Person with respect to the Companyomitted, including any negligent act or failure to actas applicable, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach involving intentional misconduct or a knowing violation of fiduciary duty, reckless disregard of duty law or any intentional and material breach of this Agreement in which the Indemnified Person personally gained in fact a financial profit or conduct that is subject of a criminal proceeding (where such Protected other advantage to which the Indemnified Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.not entitled; (b) To IX Company shall, to the fullest extent permitted by lawApplicable Law, the Company shall indemnify, indemnify and hold harmless, protect and defend harmless each Protected Indemnified Person against any losses, claims, damages or liabilitiesliabilities to which such Indemnified Person may become subject in connection with any matter arising from, including reasonable legal feesrelated to, costs and expenses incurred or in investigating connection with, such Constitutive Documents or defending against any IX Company's business or affairs, except for such losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from such Indemnified Person's acts or omissions taken or omitted, as applicable, in bad faith, involving intentional misconduct or a knowing violation of law or in enforcing which the Indemnified Person personally gained in fact a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), financial profit or other advantage to which any Protected the Indemnified Person may become subjectwas not entitled; (c) notwithstanding anything else contained in such Constitutive Documents, the indemnity obligations of IX Company under Section 7.14(b) shall: (i) by reason of be in addition to any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Companyliability that IX Company may otherwise have to each Indemnified Person; (ii) by reason extend upon the same terms and conditions to the directors, committee members, officers, stockholders, partners, members, employees, agents and representatives of each Indemnified Person; (iii) be binding upon and inure to the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent benefit of any Personsuccessors, assigns, heirs and personal representatives of each Indemnified Person and any such Persons; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful).and (civ) The Administrator may, on behalf of the Company, reimburse (and/or advance be limited to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses assets (as incurredincluding rights under any insurance contracts) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2IX Company; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder.and (d) The provisions in no event will the exercise by any Member or IX Company of this Section 4.2 shall continue any rights provided them under any agreement entered into between IX Company and such Member, that is not a part of the Constitutive Documents, entitle such Member to afford protection to each Protected Person regardless any right of whether such Protected Person remains in the position exculpation or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment7.14. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Person shall be liable to the Company or any the Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the BoardManager, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided provided, that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board Manager (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, by itself, create a presumption that such Protected Person’s conduct constituted actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any material breach of this Agreement or the commission of a crime, except a judgment, order or conviction that expressly provides that such Protected Person’s conduct constituted actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any material breach of this Agreement or the commission of a crime. (c) The Administrator Manager may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator Manager prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets onlyor insurance maintained by the Company for such purposes.

Exculpation and Indemnification. (a) No Protected Person 8.4.1. The Manager shall not be held liable to the Company or to any Manager or any other Member for any action taken or omitted to be taken loss suffered by it or the Company unless such loss is caused by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected PersonManager’s own actual fraud, gross negligence, willful misconductmisconduct or violation of law. The Manager shall not be liable for errors in judgment or for any acts or omissions that do not constitute gross negligence, bad faith, breach willful and wanton misconduct or violation of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)law. With the prior consent of the Board, any Protected Person The Manager may consult with legal counsel and accountants with in respect to of Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted and, provided the Manager acts in good faith, in faith reliance upon and in accordance with the advice or opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with , the requisite degree of care, such Protected Person Manager shall not be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of liable for any loss suffered by the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falsein reliance thereon. 8.4.2. Subject to the limitations and conditions as provided in this Section 8.4, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing hereinafter a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “LiabilitiesProceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) such a Proceeding, by reason of the fact that it he or she, or a Person of whom he or she is the legal representative, is or was acting in connection with the activities a Manager of the Company in any capacity or that it a director, officer, employee or agent of the Manager, or while a Manager of the Company or a director, officer, employee or agent of the Manager, is or was serving at the request of the Company as a Manager, director, partner, shareholderventurer, memberproprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Section 8.4 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 8.4 shall be deemed contract rights, and no amendment, modification or repeal of this Section 8.4 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Section 8.4 could involve indemnification for negligence or under theories of strict liability. 8.4.3. The right to indemnification conferred in this Section 8.4 shall include the right to be paid or reimbursed by the Company the expenses incurred by a Person of the type entitled to be indemnified under Section 8.4.2. who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification. Upon request, the Company shall pay such expenses incurred and to be incurred by any such Person in advance of the final disposition of a Proceeding, upon receipt of an undertaking by such Person to repay all amounts so advanced if it shall ultimately be determined that such Person is not entitled to be indemnified under this Section 8.4 or otherwise. 8.4.4. The right to indemnification and the advancement and payment of expenses conferred in this Section 8.4 shall not be exclusive of any other right which a Person may have or hereafter acquire under any law (common or statutory), provision of the Certificate or this Agreement, or vote of Members or otherwise. 8.4.5. The Company may purchase and maintain insurance, at its expense, to protect itself and any Member (or director, officer, employeeemployee or agent of the Manager), or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any Person; unlessamounts entitled to be indemnified whether or not the Company would have the power to indemnify such Person against such expense, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty liability or intentional and material breach of loss under this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)Section 8.4. (c) The Administrator may8.4.6. If this Section 8.4 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, on behalf of then the Company, reimburse (and/or advance to Company shall nevertheless indemnify and hold harmless the extent reasonably required) each Protected Manager or any other Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred 8.4 as to any amounts entitled to be indemnified under Section 8.4.2. to the full extent permitted by such Protected Person in enforcing the indemnification provisions any applicable portion of this Section 4.2; provided, 8.4 that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is shall not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of have been invalidated and to the fullest extent of the Company’s assets onlypermitted by applicable law.

Exculpation and Indemnification. (a) No Protected Person shall be liable Subject to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Companyprovisions of Section 20(d), including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To shall indemnify, to the fullest extent permitted by law, the Company shall indemnifyany Person who was or is a party or is threatened to be made a party to any threatened, hold harmlesspending or completed action, protect and defend each Protected Person against any lossessuit or proceeding, claimswhether civil, damages criminal, administrative or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) investigative by reason of the fact that it such Person is or was acting in connection with the activities a Member, Officer, director, controlling person, employee, legal representative or agent of the Company in any capacity Company, or that it is or was serving at the request of the Company as a partner, shareholder, membermanager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any Person; unlessand all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such Liability results from brought by or in the right of the Company) suffered or incurred by such Protected Person’s own actual fraudIndemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, gross negligence“Indemnifiable Losses”), willful misconduct, bad faith, breach if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of fiduciary duty, reckless disregard of duty or intentional the Company and material breach not in violation of this Agreement or conduct that is subject of Agreement, and, with respect to a criminal proceeding (where such Protected Person has action or proceeding, had no reasonable cause to believe that such Person’s conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed shall have no obligation to indemnify or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Indemnified Person. lndemnifiable Losses will be reasonably allocated to the Company’s assets onlyCompany by the Member.

Exculpation and Indemnification. (a) No Protected Person shall be liable to the Company or any Manager the Managing Member or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior joint consent of the BoardManaging Member, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board Managing Member (collectively, “Liabilities”), to which any Protected Person may become subject: (i) subject by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) Company or by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, by itself, create a presumption that such Protected Person’s conduct constituted actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any material breach of this Agreement or the commission of a crime, except a judgment, order or conviction that expressly provides that such Protected Person’s conduct constituted actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any material breach of this Agreement or the commission of a crime. (c) The Administrator mayManaging Member may elect, on behalf of the Company, to reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 5.02 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.25.02; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.25.02. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator Managing Member prior to any other distributions Distributions hereunder. (d) The provisions of this Section 4.2 5.02 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 5.02 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 5.02 or otherwise shall be paid out of and to the extent of the Company’s assets onlyor insurance maintained by the Company for such purposes.

Exculpation and Indemnification. A. Notwithstanding any other provisions of this Agreement, whether expressed or implied, or obligation or duty at law or in equity, none of the Member, Managers, or any officers, directors, stockholders, partners, employees, representatives, members, counsel or agents of any of the foregoing, nor any officer, employee, representative, counsel, director, stockholder, partner or agent of the Company or any of its affiliates (aindividually, a "Covered Person" and, collectively, the "Covered Persons") No Protected Person shall be liable to -------------- --------------- the Company or any Manager or any other Member Person for any action taken act or omitted to be taken by it or by other Person with respect omission (in relation to the Company, including this Agreement, any negligent related document or any transaction contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or failure omission is in, or is not contrary to, the best interests of the Company and is within the scope of authority granted to actsuch Covered Person by, except in the case of a liability resulting from or pursuant to, this Agreement, provided such Protected Person’s own actual act or omission does not constitute fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty faith or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falsegross negligence. (b) B. To the fullest extent permitted by law, the Company shall indemnify, indemnify and hold harmless, protect harmless each Covered Person from and defend each Protected Person against any and all losses, claims, damages or demands, liabilities, including reasonable legal feesexpenses, costs judgments, fines, settlements and expenses incurred in investigating or defending against other amounts arising from any such losses, and all claims, damages demands, actions, suits or liabilities proceedings, civil, criminal, administrative or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board investigative (collectively, “Liabilities”"Claims"), to in ------ which any Protected the Covered Person may become subject: (i) be involved, or threatened to be involved, as a party or otherwise, by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities its management of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities affairs of the Company in any capacity or that it is which relates to or was serving at the request arises out of the Company as a partneror its property, shareholder, member, director, officer, employee, business or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected affairs. A Covered Person has reasonable cause to believe that such conduct was unlawful). (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may shall not be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of 6.2 with respect to (i) any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent Claim with respect to which these such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person's rights to indemnification provisions apply hereunder or (B) was authorized or consented to actions taken or omissions made prior to by the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise Board. Expenses incurred by a Covered Person in defending any Claim shall be paid out by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 6.2. C. Any repeal or modification of this Article VI by the Member shall not adversely affect any rights of such Covered Person pursuant to this Article VI, including the right to indemnification and to the extent advancement of expenses of a Covered Person existing at the Company’s assets onlytime of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

Exculpation and Indemnification. (a) No Protected Person Member nor any Officer, Director, employee, agent or committee member of BOX Holdings nor any employee, representative, agent, director or Affiliate of any Member (including the heirs, executors, and administrators of any such Person) (each an “Indemnified Person”) shall be liable to the Company or any Manager BOX Holdings or any other Person who is bound by this Agreement (including any Member and the Exchange) for any action taken loss, damage or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses claim incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission performed or alleged act or omission (even if negligent) arising out omitted by such Indemnified Person in good faith on behalf of or BOX Holdings and in connection with a manner reasonably believed to be within the activities scope of the Company;authority conferred on such Indemnified Person in accordance with this Agreement, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred if and to the extent (ii1) such loss, damage or claim is the result of the Indemnified Person’s fraud, bad faith or willful misconduct, (2) with respect to any criminal proceeding, the Indemnified Person believed or had reasonable cause to believe that such Indemnified Person’s conduct giving rise to such loss, damage or claim was unlawful or (3) such Indemnified Person deliberately breached such Indemnified Person’s duty to BOX Holdings, in each case as determined by a final, unappealable judgment by a court of competent jurisdiction. (b) BOX Holdings may indemnify any Person against any claim to the extent determined by the Board to be in the best interests of BOX Holdings. BOX Holdings shall indemnify, and hold harmless, to the fullest extent permitted by law as it presently exists or may thereafter be amended, any Indemnified Person who, by reason of the fact that it such Person is or was acting in connection with the activities a Director, Officer, employee or agent of the Company in BOX Holdings, or a member of any capacity committee of BOX Holdings, or that it is or was a Director, Officer, employee or agent of BOX Holdings who is or was serving at the request of the Company BOX Holdings as a partnerdirector, shareholderofficer, employee or agent of another Person, including without limitation service with respect to employee benefit plans, is or was a party, or is threatened to be made a party to (i) any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, or (ii) any threatened, pending, or completed action, suit or proceeding by or in the right of BOX Holdings to procure a judgment in its favor, in each case against expenses (including attorneys’ fees and disbursements), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with the defense or settlement of, or otherwise in connection with, any such action, suit, or proceeding (collectively, “Indemnified Claims”). Notwithstanding the foregoing, no Indemnified Person shall be indemnified by BOX Holdings, and no claim shall be an Indemnified Claim, if and to the extent (1) such claim is the result of the Indemnified Person’s fraud, bad faith or willful misconduct, (2) with respect to any criminal proceeding, the Indemnified Person believed or had reasonable cause to believe that such Indemnified Person’s conduct giving rise to such claim was unlawful or (3) such Indemnified Person deliberately breached such Indemnified Person’s duty to BOX Holdings, in each case as determined by a final, unappealable judgment by a court of competent jurisdiction (c) BOX Holdings shall advance expenses (including attorneys’ fees and disbursements) to Indemnified Persons for Indemnified Claims; provided, however, that the payment of such expenses incurred by such Indemnified Person, in advance of the final disposition of the matter, shall be conditioned upon receipt of a written undertaking by the Person to repay all amounts advanced if it should be ultimately determined that the Person is not entitled to be indemnified under this Section 13.1 or otherwise. (d) Notwithstanding the foregoing or any other provision of this Agreement, no advance shall be made by BOX Holdings to any Indemnified Person if a determination is reasonably and promptly made by the Board by those Directors holding a majority of the Total Votes represented by Directors who have not been named parties to the action, even though less than a quorum, or, if there are no such Directors or if such Directors so direct, by independent legal counsel, that, based upon the facts known to the Board or such counsel at the time such determination is made: (1) such Indemnified Person committed fraud, acted in bad faith or engaged in willful misconduct; (2) with respect to any criminal proceeding, such Indemnified Person believed or had reasonable cause to believe that such Indemnified Person’s conduct was unlawful; or (3) such Indemnified Person deliberately breached such Indemnified Person’s duty to BOX Holdings. (e) The indemnification provided by this Section 13.1 in a specific case shall not be deemed exclusive of any other rights to which an Indemnified Person may be entitled, both as to action in his or her official capacity and as to action in another capacity while in such capacity, and shall continue as to an Indemnified Person who has ceased to be a Director, Officer, or committee member, employee, or agent and shall inure to the benefit of such Indemnified Person’s heirs, executors, and administrators. (f) Any repeal or modification of the foregoing provisions of this Section 13.1 shall not adversely affect any right or protection hereunder of any Person respecting any act or omission occurring prior to the time of such repeal or modification. (g) If a claim for indemnification or advancement of expenses under this Section 13.1 is not paid in full within 60 days after a written claim therefor by an Indemnified Person has been received by BOX Holdings, the Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, BOX Holdings shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses. (h) BOX Holdings shall have the power to purchase and maintain insurance on behalf of any Person who is or was a Director, Officer, or committee member, employee or agent of BOX Holdings, or who is or was serving as a director, officer, employee, or agent of another Person against any Person; unlessliability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Liability results from such Protected Person’s own actual fraudstatus as such, gross negligencewhether or not BOX Holdings is required to indemnify such Person against such liability hereunder. (i) A Indemnified Person shall be fully protected in relying in good faith upon the records of BOX Holdings and upon such information, willful misconductopinions, bad faithreports or statements presented to BOX Holdings by any Person as to matters the Indemnified Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of BOX Holdings, breach including information, opinions, reports or statements as to the value and amount of the assets, liabilities or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid. (j) To the extent that, at law or in equity, a Indemnified Person has duties (including fiduciary dutyduties) and liabilities relating thereto to BOX Holdings or to any other Indemnified Person, reckless disregard of duty a Indemnified Person acting under this Agreement shall not be liable to BOX Holdings or intentional and material breach to any other Indemnified Person who is bound by this Agreement for his or her good faith reliance on the provisions of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)any approval or authorization granted by BOX Holdings or any other Indemnified Person. (ck) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification foregoing provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon 13.1 shall survive any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions termination of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected To the fullest extent permitted by Law, no Person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a member, shareholder, partner, director, manager or executive officer of the Company or any of its Subsidiaries (collectively, “Covered Persons”) shall be liable to the Company or any Manager its Subsidiaries or to any other Member Person that is a party hereto or is otherwise bound hereby for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to actact with respect to or in connection with the Company or the Company’s business or affairs, except in the case of a liability resulting from such Protected Person’s own actual fraudbad faith, gross negligencewillful misconduct or breach of this Agreement. Notwithstanding the foregoing, other than in the case of bad faith or willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected no Person shall be entitled have any liability hereunder for any incidental, indirect, special, punitive, exemplary or consequential damages, or damages for lost profits or diminution of value. The Company shall also have the power to rely on written or oral reportsexculpate, opinionsto the same extent set forth in this Section 6.01(a), certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors employees of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falseor its Subsidiaries who are not Covered Persons and agents of the Company or its Subsidiaries. (b) To Except in the fullest extent permitted by lawcase of bad faith or willful misconduct, each Person (and the Company shall indemnifyheirs, hold harmlessexecutors or administrators of such Person) who was or is a party or is threatened to be made a party to, protect and defend each Protected Person against or is involved in any lossesthreatened, claimspending or completed action, damages suit or liabilitiesproceeding, including reasonable legal feeswhether civil, costs and expenses incurred in investigating criminal, administrative or defending against any such lossesinvestigative, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it such Person is or was a Covered Person, in each case acting in their capacities as such, and such action, suit or proceeding relates to an act or omission of such Covered Person acting in its capacity as such, shall be indemnified and held harmless by the Company to the fullest extent permitted by the Laws of the State of Delaware (including indemnification for acts or omissions constituting negligence, gross negligence or breach of duty); provided, that the foregoing indemnification shall not be available to a Member in the case of an action, suit or proceeding brought by a Member or any other party to this Agreement against such Member. The right to indemnification conferred in this Section 6.01(b) shall also include the right to be paid by the Company the expenses incurred in connection with any such action, suit or proceeding in 1 Parties to reasonably agree on amounts. advance of its final disposition to the activities fullest extent authorized by the Laws of the State of Delaware; provided, that the payment of such expenses in advance of the final disposition of an action, suit or proceeding shall be made only upon delivery to the Company of an undertaking by or on behalf of the applicable Covered Person to repay all amounts so paid in advance if it shall ultimately be determined that such Covered Person is not entitled to be indemnified under this Section 6.01(b) or otherwise. The rights to indemnification and advancement conferred in this Section 6.01(b) constitute contract rights. Notwithstanding the foregoing provisions of this Section 6.01, the Company shall indemnify a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board; provided, however, that a Covered Person shall be entitled to reimbursement of his or her reasonable counsel fees with respect to a proceeding (or part thereof) initiated by such Covered Person to enforce his or her right to indemnity or advancement of expenses under the provisions of this Section 6.01 to the extent that the Covered Person is successful on the merits in such proceeding (or part thereof). The Company shall also have the power to indemnify and hold harmless, to the same extent set forth in this Section 6.01(b), employees of the Company in or its Subsidiaries who are not Covered Persons and agents of the Company or its Subsidiaries. (c) The Company may, by action of the Board, provide indemnification to such officers, employees and agents of the Company or other Persons who are or were serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to such extent and to such effect as the Board shall reasonably determine to be appropriate. (d) The Company shall have the power to purchase and maintain insurance on behalf of any capacity Person who is or that it was a Covered Person or is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any Person; unlessexpense, liability or loss incurred by such Liability results from Person in any such Protected Person’s own actual fraudcapacity or arising out of his status as such, gross negligencewhether or not the Company would have the power to indemnify him against such liability under the Laws of the State of Delaware. (e) Notwithstanding any provision of this Agreement to the contrary, willful misconductthe provisions of this Section 6.01 shall survive the termination, bad faithvoluntary or involuntary, breach of fiduciary dutythe status of a Member as such, reckless disregard the termination, voluntary or involuntary, of duty the status of any Covered Person or intentional other Person as to whom the provisions of this Section 6.01 apply as such and material breach the termination of this Agreement or conduct that is subject dissolution of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)the Company. (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (df) The provisions of this Section 4.2 6.01 shall continue be applicable to afford protection any action, suit or proceeding commenced after the date of this Agreement against any Covered Person arising from any act or omission of such Covered Person acting in its capacity as such, whether occurring before or after the date of this Agreement. No amendment to each Protected Person regardless or repeal of whether such Protected Person remains in this Section 6.01, or, to the position or capacity pursuant to which such Protected Person became entitled to indemnification fullest extent permitted by Law, any amendment of Law, shall have any effect on the rights provided under this Section 4.2 6.01 with respect to any act or omission occurring prior to such amendment or repeal. (g) The indemnification hereby provided and regardless provided hereafter pursuant to the power hereby conferred by this Section 6.01 on the Board shall not be exclusive of any subsequent amendment other rights to which any Person may be entitled (including under a separate indemnification agreement for each of the Directors), including any right under policies of insurance that may be purchased and maintained by the Company or others, with respect to claims, issues or matters in relation to which the Company would not have the power to indemnify such Person under the provisions of this AgreementSection 6.01. Such rights shall not prevent or restrict the power of the Company to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements or other arrangements (including creation of trust funds or security interests funded by letters of credit or other means) reasonably approved by the Board (whether or not any of the Members, Directors or Company officers shall be a party to or beneficiary of any such agreements or arrangements); provided, thathowever, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date that any provision of such amendment. (e) Any indemnification under this Section 4.2 agreements or otherwise other arrangements shall not be paid out of effective if and to the extent that it is determined to be contrary to this Section 6.01 or applicable Law. (h) Nothing contained in this Section 6.01 is intended to relieve any Member or any other Person from any liability or other obligation of such Person pursuant to the Contribution Agreement or any other Ancillary Agreement or to in any way impair the enforceability of any provision of such agreements against any party thereto. (i) Any indemnity under this Section 6.01 shall be provided solely out of, and only to the extent of, the Company’s assets onlyassets, and no Member or Affiliate of any Member shall be required directly to indemnify any Covered Person pursuant to this Section 6.01. None of the provisions of this Section 6.01 shall be deemed to create any rights in favor of any Person other than Covered Persons and any other Person to whom the provisions of this Section 6.01 expressly apply. (j) Each Member acknowledges that it is not relying upon any Person in making its investment or decision to invest in the Company. Each Member agrees with respect to the other Members, that such Member, together with its controlling persons, investors, officers, directors, partners, agents, or employees or its Affiliates, shall not be liable to the other Members for any action heretofore taken or omitted to be taken by such other party in connection with any Member’s Initial Capital Contribution or Additional Capital Contribution.

Exculpation and Indemnification. (a) No Protected Person The Company shall be liable indemnify, defend and hold harmless the Trading Advisor and its affiliates and their respective directors, officers, shareholders, employees and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs and expenses (including any investigatory, legal and other expenses incurred in connection with, and any amounts paid in, any settlement, provided that the Company shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding relating to any of such person’s actions or capacities relating to the business or activities of the Company pursuant to this Agreement; provided that the conduct of such person which was the subject of the demand, claim, lawsuit, action or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross proceeding did not constitute negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty misconduct or any intentional and material a breach of this Agreement or conduct that is subject of any fiduciary obligation to the Company and was done in good faith and in a criminal proceeding (where manner such Protected Person has reasonable cause person reasonably believed to believe that such conduct was unlawful). With be in, or not opposed to, the prior consent best interests of the BoardCompany. The termination of any demand, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any claim, lawsuit, action or inaction which is taken or omitted proceeding by settlement shall not, in itself, create a presumption that the conduct in question was not undertaken in good faith, in reliance upon faith and in accordance with a manner reasonably believed to be in, or not opposed to, the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements best interests of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falseCompany. (b) To the fullest extent permitted by law, the Company The Trading Advisor shall indemnify, defend and hold harmlessharmless the Company, protect the Manager, their respective affiliates and defend each Protected Person their respective directors, officers, shareholders, employees and controlling persons from and against any and all losses, claims, damages or liabilitiesdamages, including reasonable legal feesliabilities (joint and several), costs and expenses (including any reasonable investigatory, legal and other expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreementconnection with, and any amounts expended in respect of settlements of paid in, any claims settlement, provided that the Trading Advisor shall have approved by the Board (collectivelysuch settlement) resulting from a demand, “Liabilities”)claim, lawsuit, action or proceeding relating to which any Protected Person may become subject: (i) by reason of any act action or omission of the Trading Advisor or alleged act any of its respective officers, directors or omission (even if negligent) arising out of employees relating to the business or in connection with the activities of such person under this Agreement or relating to the Company; (ii) by reason management of the fact that it is or was acting in connection with the activities an account of the Company in any capacity provided: the action or that it is or omission of such person which was serving at the request subject of the Company as demand, claim, lawsuit, action or proceeding constituted negligence or misconduct or a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject was an action or omission taken otherwise than in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)the Company. (c) The Administrator mayTrading Advisor, on behalf its officers, directors, employees and shareholders shall not be liable to the Company and its officers, directors or members or to any of their successors or assigns except by reason of acts or omissions in contravention of the express terms of this Agreement, or due to their intentional misconduct or negligence, or by reason of not having acted in good faith and in the reasonable belief that such actions or omissions were in, or not opposed to, the best interests of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions foregoing agreement of this Section 4.2 indemnity shall continue be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to afford protection to each Protected Person regardless of whether such Protected Person remains in an indemnified party. (e) In the position or capacity pursuant to which such Protected Person became event that a person entitled to indemnification under this Section 4.2 13 is made a party to an action, suit or proceeding alleging both matters for which indemnification may be due hereunder and regardless matters for which indemnification may not be due hereunder, such person shall be indemnified only in respect of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendmentformer matters. (ef) Any indemnification Promptly after receipt by any of the indemnified parties under this Section 4.2 Agreement of notice of any demand, claim, lawsuit, action or otherwise proceeding, the indemnified party shall notify the indemnifying party in writing of the commencement thereof if a claim for indemnification in respect thereof is to be paid out of and made under this Agreement. Except to the extent that the indemnifying party is not materially prejudiced thereby, the omission so to notify shall relieve the indemnifying party from any obligation or liability which it may have to any such indemnified party under this section. In the event that such demand, claim, lawsuit, action or proceeding is brought against a person entitled to be indemnified under this Agreement, and the indemnifying party is notified of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that the indemnifying party may wish to assume the defense thereof, with counsel selected by the indemnifying party and approved by the indemnified person (provided that approval may not be unreasonably withheld), and after notice from the indemnifying party to such indemnified person of the indemnifying party’s election so as to assume the defense thereof, the indemnifying party shall not be liable to such person under this section for any legal or other expenses subsequently incurred by such person in connection with the defense thereof, unless the indemnifying party approves the employment of separate counsel by such person (it being understood, however, that the indemnifying party shall not be liable for legal or other expenses of more than one separate firm of attorneys for all such persons indemnified hereunder, which firm shall be designated in writing by the Trading Advisor or the Company’s assets only, as the case may be).

Exculpation and Indemnification. (a) No Protected Person shall be liable to Neither the Company or Service Provider, nor any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to of its Affiliates, nor the Companymanagers, including any negligent act or failure to actmembers, except in the case of a liability resulting from such Protected Person’s own actual fraudaffiliates, gross negligencepartners, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, shareholders and other representatives and agents of the Service Provider (each, a “Service Provider Indemnified Party”), shall be liable to the Company, or its Affiliates, or to any of their members, managers, officers, directors, shareholders, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against independent contractors or other representatives or agents for monetary damages for any losses, claims, damages or liabilitiesliabilities (“Damages”) arising from any act performed or omitted by such parties arising out of the performance by the Service Provider of its Services under this Agreement or the Company’s Business or affairs, including reasonable legal fees, costs and expenses incurred in investigating or defending against except to the extent that any such lossesDamages are attributable to the gross negligence or willful misconduct of such Service Provider Indemnified Party or breach of this Agreement by any such Service Provider Indemnified Party, claimsin which case the Service Provider shall indemnify and hold harmless the Company and its members and their respective members, damages managers, officers, directors, shareholders, employees, consultants or liabilities other representatives or in enforcing agents (each, a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “LiabilitiesCompany Indemnified Party”), to which any Protected Person may become subject: (i) by reason of for all Damages arising from any act or omission with respect to which the Service Provider has been found to have been grossly negligent or alleged act to have engaged in willful misconduct or omission (even if negligent) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement in the same manner as the Indemnified Parties are entitled to indemnification from the Company as set forth in Section 3.1(b). (b) The Company shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless the Service Provider Indemnified Parties against any Damages to which the Service Provider Indemnified Parties may become subject in connection with any matter arising out of the performance by the Service Provider of its Services under this Agreement or conduct the Company’s Business or affairs, except, with respect to the Service Provider Indemnified Parties to the extent that is subject any such Damages are attributable to the gross negligence or willful misconduct of a criminal Service Provider Indemnified Party or breach of this Agreement by a Service Provider Indemnified Party, in which case the Company Indemnified Parties shall be indemnified and held harmless by the Service Provider as set forth in Section 3.1(a). If the Service Provider Indemnified Parties become involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of the performance by the Service Provider of its Services under this Agreement or the Company’s Business or affairs, the Company shall advance to the Service Provider Indemnified Parties their reasonable legal and other expenses (where including the cost of any investigation and preparation) as they are incurred in connection therewith; provided, however, that the Service Provider Indemnified Parties shall promptly repay to the Company the amount of any such Protected Person has reasonable cause reimbursed expenses paid to believe them or on their behalf if it shall ultimately be finally determined that the Service Provider Indemnified Parties were not entitled to be indemnified by the Company in connection with such conduct was unlawful)action, proceeding or investigation. (c) The Administrator may, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled Article III shall inure to the indemnification provided by this Section 4.2. Upon any liquidation benefit of the CompanyService Provider Indemnified Parties, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to and any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 successors, assigns, heirs and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date personal representatives of such amendmentService Provider Indemnified Parties. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Person Member, Representative, Officer or any direct or indirect officer, director, stockholder or partner of a Member (each, an "INDEMNITEE"), shall be liable to the Company liable, responsible or any Manager accountable in damages or any other Member for any action taken or omitted to be taken by it or by other Person with respect otherwise to the Company, including any negligent Member, or to any Unitholder, for any act or failure to actact by such Indemnitee in connection with the conduct of the business of the Company, except or by any other such Indemnitee in performing or participating in the case performance of a liability resulting from the obligations of the Company, so long as such Protected Person’s own actual fraudIndemnitee acted in the good faith belief that such action or failure to act was in the best interests, gross negligenceor not opposed to the best interests, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty the Company and/or its Subsidiaries and such action or any intentional and material breach failure to act was not in violation of this Agreement and did not involve intentional misconduct or conduct that a knowing violation of Applicable Law. No Person who is subject a Member, Representative, an Officer, or any combination of the foregoing, shall be personally liable under any judgment of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent court, or in any other manner, for any debt, obligation, or liability of the BoardCompany, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Representative, an Officer, or any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements combination of the directors, officers, employees, consultants, attorneys, accountants and professional advisors foregoing. Nothing contained in this Agreement shall affect the rights of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falseagainst any Member pursuant to the terms and conditions of the Recapitalization Agreement. (b) To The Company shall indemnify and hold harmless each Indemnitee to the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person law against any losses, claimsdamages, damages or liabilities, costs or expenses (including reasonable legal fees, costs attorney's fees and expenses and amounts paid in settlement) incurred in investigating or defending against by any such lossesIndemnitee in connection with any action, claims, damages suit or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), proceeding to which any Protected Person such Indemnitee may become subject: (i) be made a party or otherwise involved or with which it shall be threatened by reason of its being a Member, Representative or any act direct or omission indirect officer, director, stockholder or alleged act partner of a Member, or omission while acting as (even if negligentor on behalf of) arising out of or in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities a Member on behalf of the Company or in any capacity or that it is or was serving at the request of Company's interest. Such attorney's fees and expenses shall be paid by the Company as a partnerthey are incurred upon receipt, shareholderin each case, member, director, officer, employee, of an undertaking by or agent on behalf of any Person; unless, the Indemnitee to repay such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that amounts if it is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe ultimately determined that such conduct was unlawful)Indemnitee is not entitled to indemnification with respect thereto. (c) The Administrator mayright of an Indemnitee to indemnification hereunder shall not be exclusive of any other right or remedy that a Member, on behalf of the Company, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal Representative or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person Officer may be indemnified have pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed Applicable Law or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification under this Section 4.2 or otherwise shall be paid out of and to the extent of the Company’s assets only.

Exculpation and Indemnification. (a) No Protected Person Notwithstanding anything to the contrary contained in this Agreement, the Escrow Agent shall not be liable to for any of the Company following, except in the event a court of competent jurisdiction determines that it was the gross negligence or willful misconduct on the part of the Escrow Agent: (i) the failure of any Manager of the conditions of this Agreement or damage caused by the exercise of its discretion in any other Member particular manner, or for any reason (including, without limitation, the liquidation of investments of the Proceeds), for any mistake of fact or law, for any error of judgment or for any action taken or omitted by it or any action suffered by it to be taken by it or by omitted or (ii) the failure to ascertain the terms or conditions, or to comply with any of the provisions, of any agreement, contract or other Person with respect document delivered to the Company, including any negligent act Escrow Agent hereunder or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty for forgeries or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially falsefalse impersonation. (b) To If any controversy arises among the fullest extent permitted by law, parties hereto or with any third party with respect to the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under subject matter of this Agreement, and its terms or conditions, the Escrow Agent shall not be required to determine the same or take any amounts expended in respect of settlements action, but the Escrow Agent may await the settlement of any claims approved such controversy by final appropriate legal proceedings, mutual agreement or otherwise as the Board (collectivelyEscrow Agent may require, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) arising out of or notwithstanding anything in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement to the contrary, and in such event, the Escrow Agent shall not be liable for interest or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful)damages. (c) The Administrator mayEscrow Agent's duties hereunder shall be only such as are herein specifically provided, on behalf being purely ministerial in nature, and the Escrow Agent shall incur no liability except for the gross negligence or willful misconduct which is determined by a court of competent jurisdiction. Specifically and without limiting the Companyforegoing, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person Escrow Agent shall in no event have any liability in connection with investigatingits investment, preparing reinvestment or liquidation, in accordance with the terms hereof, of any Proceeds held by it hereunder including, without limitation, any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any loss of income incident to defend or defending any claimsuch delay. The Escrow Agent is not a party to, lawsuit and is not bound by, any agreement or other proceeding relating to document out of which this Agreement may arise or any Liabilities for which other agreement or other document in connection with the Protected Person Trust. Except as may be indemnified pursuant provided by law, the Escrow Agent shall not be deemed to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, that such Protected Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled owe any fiduciary duty to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements other parties hereto or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunderSubscribers. (d) The provisions Escrow Agent shall not be required to institute legal proceedings of this any kind or to defend any lawsuit brought in connection with the escrowed funds, provided that the Escrow Agent shall cooperate with the Trust with respect to the institution or defense of any such legal proceeding brought by or against the Trust, as the case may be. In the event of its participation in any such legal proceeding, the Escrow Agent shall be reasonably compensated for its services and expenses as provided in Section 4.2 9.01(b). The Escrow Agent shall continue have no responsibility for the genuineness or validity of any document or other items deposited with it, and the Escrow Agent shall be fully protected in acting or refraining from acting in accordance with any written instruction given to afford protection it hereunder and believed by it to each Protected Person regardless have been signed or given by the proper parties. Each of whether such Protected Person remains in the position Managing Owner and Placement Agent shall provide the Escrow Agent with a list of officers and employees who shall be authorized to deliver instructions hereunder. The Escrow Agent shall not be liable for any action taken or capacity omitted by the Escrow Agent pursuant to which the instructions contained or expressly provided herein, provided that such Protected Person became entitled to indemnification under this Section 4.2 and regardless of any subsequent amendment to this Agreement; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendmentomission was in good faith. (e) Any indemnification under The Escrow Agent may consult with its legal counsel in the event of any dispute or question as to the construction of the terms of this Section 4.2 Agreement, and the Escrow Agent shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. The Managing Owner shall reimburse the Escrow Agent for reasonable legal expenses actually paid by the Escrow Agent as a result of any such consultation with counsel. (f) In the absence of willful misconduct or gross negligence on the part of the Escrow Agent, the Escrow Agent may rely conclusively and shall be protected in acting or refraining from acting upon any order, notice, demand, certificate, statement, instrument, report or other document (not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth, completeness and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper person or persons. (g) At any time, the Escrow Agent may request in writing an instruction in writing from the Managing Owner, and may at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder. The Escrow Agent shall not be liable for acting without the Managing Owner's consent in accordance with such a proposal on or after the date specified therein, provided that the specified date shall be at least two business days after the Managing Agent receives the Escrow Agent's request for instructions and its proposed course of action and provided further that, prior to so acting, the Escrow Agent has not received the written instructions requested. (h) The Escrow Agent shall be indemnified and held harmless by the Trust and the Managing Owner from and against any expenses, including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with the administration of this Escrow Agreement or any action, suit or other proceeding involving any claim or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Escrow Agreement, the services of the Escrow Agent hereunder, the Proceeds held by the Escrow Agent hereunder or any income earned from the investment of such Proceeds, except for any such expenses or loss caused by the willful misconduct or gross negligence of the Escrow Agent. (i) The Escrow Agent agrees and acknowledges that in seeking to enforce its rights hereunder against a particular Series, it will look solely to the assets of that Series and the Managing Owner and not to the assets of the Trust generally or of any other Series. (j) The Escrow Agent agrees and consents (the "Consent") to look solely to each Series for which brokerage and clearing services are being performed (the "Contracting Series") and assets (the "Contracting Series Assets") of the Contracting Series and to the Managing Owner and its assets for payment. The Contracting Series Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting Series including, without limitation, funds delivered to the Trust for the purchase of interests in a Series. In furtherance of the Consent, the Escrow Agent agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series and the Contracting Series Assets, shall be paid out subject to the following limitations: (1) Subordination of certain claims and rights: (a) except as set forth below, the Claims, if any, of the Escrow Agent (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Escrow Agent's Claims (if any) against the Contracting Series shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and provided further that the Escrow Agent's valid Claims, if any, against the Contracting Series shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series, and (b) the Escrow Agent will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the Claims of the Escrow Agent with respect to the Contracting Series shall only be asserted and enforceable against the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets, and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if the Claims of the Escrow Agent against the Contracting Series or the Trust are secured in whole or in part, the Escrow Agent hereby waives (under section 1111(b) of the U.S. Bankruptcy Code (11 U.S.C. S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting Series), as the case may be; (4) in furtherance of the foregoing, if and to the extent that the Escrow Agent receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets, the Escrow Agent shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled. (k) The Escrow Agent is authorized, in its sole discretion, to disregard any and all notices or instructions given by any of the Company’s assets onlyparties hereto or by any other person, firm, or corporation, except for such notices or instructions as are hereunder provided for and orders or process of any court entered or issued with or without jurisdiction. Upon the receipt of any court order, the Escrow Agent will immediately cause a copy thereof to be sent by facsimile transmission to Xxxxx Xxxxxxxxx, Esq. (or his successor) at (000) 000-0000 or at such other number as is provided in writing to the Escrow Agent in the future. If the Proceeds are, or any part thereof is, at any time attached, garnished or levied upon under any court order, or if payment, assignment, transfer, conveyance or delivery of the Proceeds is stayed or enjoined by any court order, or in case any order, judgment or decree is made or entered by any court affecting the Proceeds or any part thereof, then, and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree that the Escrow Agent is advised is binding upon it, by its legal counsel, and if the Escrow Agent complies with any such order, writ, judgment or decree it shall not be liable to any of the Parties or to any other person, firm or corporation by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. (l) The Escrow Agent makes no representation as to the validity, value, genuineness or collectability of any security or other document or instrument held by or delivered to it. (m) The Escrow Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. (n) No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Escrow Agreement, and no other or further duties or responsibilities shall be implied. The Escrow Agent shall not have any liability under, nor duty to inquire into the terms and provisions of any agreement or instructions, other than outlined in the Agreement. (o) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing. (p) The provisions of Articles 8 and 9 of this Agreement shall survive termination of this Agreement and/or the resignation or removal of the Escrow Agent. (q) In the administration of the escrow account hereunder, the Escrow Agent may execute any of its powers and perform its duties hereunder directly or through agents or attorneys and may, consult with counsel, accountants and other skilled persons to be selected and retained by it. (r) Anything in this agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Exculpation and Indemnification. Neither the Member (aincluding its respective officers, directors, stockholders, partners and affiliates), any member of the Board of Directors, officer of the Company, nor any other person who serves at the request of the Member or such officer on behalf of the Company as an officer, director, partner, employee or agent of any other entity (each an “Indemnified Person”) No Protected Person shall be liable to the Company or any Manager other person or any other Member entity who has an interest in the Company for any action taken loss, damage or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false. (b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses claim incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission performed or alleged act or omission (even if negligent) arising out of or omitted by such Indemnified Person, in connection with the activities good faith on behalf of the Company; Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Person; provided that such Indemnified Person shall be liable for any such loss, damage or claim if there is a final and non-appealable judicial determination that such Indemnified Person, (i) did not act in good faith and in what such Indemnified Person, reasonably believed to be in, or not opposed to, the best interest of the Company and within the authority granted to such Indemnified Person; (ii) by reason of the fact that it is or was acting in connection acted with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a partner, shareholder, member, director, officer, employee, or agent of any Person; unless, such Liability results from such Protected Person’s own actual fraud, gross negligence, willful misconductmisconduct or fraud, bad faithor (iii) with respect to any criminal act or proceeding, breach of fiduciary duty, reckless disregard of duty or intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has had reasonable cause to believe that such Indemnified Person’s, conduct was unlawful. To the full extent permitted by applicable law, such Indemnified Person shall be indemnified and held harmless by the Company for an against any and all judgments, fines, settlements, losses, claims, demands, costs, damages, liabilities, joint and several, and expenses of any nature, including reasonable attorneys’ fees and disbursements and other amounts arising from any proceeding (collectively “Costs”). (c) The Administrator may, incurred by such Indemnified Person, by reason of any act or omission performed or omitted by such Indemnified Person, in good faith on behalf of the CompanyCompany and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Person, reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigatingby this Agreement, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section 4.2; provided, except that such Protected Indemnified Person executes a written undertaking to repay the Company for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is shall not entitled to the indemnification provided by this Section 4.2. Upon any liquidation of the Company, such reimbursements or advancement of expenses shall be reimbursed by the Company to the Administrator prior to any other distributions hereunder. (d) The provisions of this Section 4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section 4.2 18 with respect to any Costs if there is a final and regardless non- appealable judicial determination that such Indemnified Person, (i) did not act in good faith and in what such Indemnified Person, reasonably believed to be in, or not opposed to, the best interest of any subsequent amendment the Company and within the authority granted to this such Indemnified Person by this Agreement, (ii) acted with gross negligence, willful misconduct or fraud, or (iii) with respect to any criminal act or proceeding, had reasonable cause to believe that such Indemnified Person’s, conduct was unlawful; provided, thathowever, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Any indemnification that any indemnity under this Section 4.2 or otherwise 18 shall be paid provided out of and to the extent of the Company’s Company assets only, and such Indemnified Person, shall have no personal liability on account thereof.