Common use of Exculpation and Indemnification Clause in Contracts

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee.

Exculpation and Indemnification. Notwithstanding In the event that the Member or any other provision of this Agreementits direct or indirect directors, whether express officers, stockholders, employees, agents, affiliates or impliedcontrolling persons (collectively, the “Indemnified Persons”; each, including the Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the fullest extent permitted by lawCompany’s business or affairs, no Indemnitee the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall be liable promptly repay to the Company or the amount of any Member for any act or omission in relation such reimbursed expenses paid to it if 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 this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconductinvestigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such amendmentan Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, only except to the extent that any such amendment permits Costs result solely from the Company to provide broader willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification rights than such law permitted the Company to provide prior is unavailable to such amendment)Indemnified Person, or insufficient to hold it harmless, then the Company shall indemnify any Indemnitee who was contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is made or is threatened appropriate to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in reflect not only the right relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company or otherwise)and such Indemnified Person, whether civilas well as any relevant equitable considerations. The reimbursement, criminal, administrative, arbitrative or investigative, indemnity and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right contribution obligations of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee under this Section 12 shall be secondary in addition to any liability which the Company may otherwise have to any Indemnified Person and all indemnification shall be binding upon and inure to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”)any successors, assigns, heirs and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit personal representatives of the Company or and any IndemniteeIndemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be limited to the Company’s assets, and the Member shall not have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company Partnership or any Member Partner for any act or omission in relation to the Company Partnership or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company Partnership to provide broader indemnification rights than such law permitted the Company Partnership to provide prior to such amendment), the Company Partnership shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company Partnership or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”)informal, including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c)) hereof, the Company Partnership shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, General Partner and (ii) by or in the right of the Company Partnership only if the Managing Member General Partner has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (ed) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the CompanyPartnership. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company Partnership or any Indemnitee. For the avoidance of doubt, this Agreement shall not affect the indemnification and advancement rights provided pursuant to the Original Agreement in favor of any Person relating to proceedings arising out of actions or omissions occurring in whole or in part prior to the effectiveness of this Agreement.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company Partnership or any Member Partner for any act or omission in relation to the Company Partnership or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company Partnership to provide broader indemnification rights than such law permitted the Company Partnership to provide prior to such amendment), the Company Partnership shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company Partnership or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”)informal, including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company Partnership shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, General Partner and (ii) by or in the right of the Company Partnership only if the Managing Member General Partner has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company Partnership or any Indemnitee.

Exculpation and Indemnification. Notwithstanding (a) To the fullest extent permitted by law, no Indemnitee, shall be liable to the Company, any Shareholder, any other provision holder of a Share or any other Person (including any Person who holds any Derivative Securities) bound by this Agreement for monetary damages for breach of duties (including fiduciary duties, which, for the avoidance of doubt, shall not apply, as provided in Section 5.15), except if and to the extent that there has been a final, non-appealable determination, in a proceeding brought in accordance with Section 12.10, that, in connection with the matter in question, such Indemnitee engaged in Fraud. (b) To the fullest extent permitted by law, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts incurred in connection with, or arising out of, any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Company), and whether formal or informal and including appeals, in which such Indemnitee is, was or may be involved, or is threatened to be involved, as a party, a witness or otherwise, by reason of such Person’s status as an Indemnitee, whether arising from any act or omission, any consent or approval given or withheld, or otherwise relating to the Company or its business and affairs; provided, however, that no Indemnitee shall be indemnified or held harmless if and to the extent that there has been a final, non-appealable determination, in a proceeding brought in accordance with Section 12.10, that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 5.16, the Indemnitee engaged in Fraud. Notwithstanding the foregoing, except as otherwise provided in Section 5.16(d), the Company shall not be required to indemnify an Indemnitee in connection with any claim, demand, action, suit or proceeding commenced (i) by such Person, unless the commencement of such claim, demand, action, suit or proceeding by such Person was authorized by the Board of Directors or (ii) by the Company against such Person upon the prior approval of the Board of Directors, in each case, except if and to the extent that, in a proceeding brought in accordance with Section 12.10, there is a final, non-appealable determination that such Indemnitee is successful on the merits. (c) Expenses (including reasonable legal fees and expenses) incurred by an Indemnitee in connection with any claim, demand, action, suit or proceeding that may be subject to indemnification pursuant to Section 5.16(b) shall, from time to time and to the fullest extent permitted by law, be advanced by the Company within thirty (30) days after a written request therefor, prior to a final and non-appealable determination that the Indemnitee is not entitled to be indemnified, upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it ultimately shall be determined that the Indemnitee is not entitled to be indemnified pursuant to this Section 5.16. (d) If a claim for indemnification or advancement of expenses under this Section 5.16 is not paid in full within thirty (30) days after a written claim therefor by an Indemnitee has been received by the Company, such Indemnitee may file a claim, in a proceeding brought in accordance with Section 12.10, 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 5.16 shall not be deemed exclusive of, nor be deemed in limitation of, any other rights to which any Indemnitee may be entitled under this Agreement, or any other agreement, vote of Shareholders or disinterested Directors or otherwise, and such indemnification and advancement of expenses shall continue as to an Indemnitee who has ceased to serve in such capacity. For the avoidance of doubt, and without limiting the generality of the foregoing, to the fullest extent now or hereafter permitted by applicable Law, the Company may enter into one or more agreements with any Person that provide for indemnification greater than or different than that provided pursuant to this Section 5.16. (f) The Company may, but shall not be obligated to, purchase and maintain insurance on behalf of any Indemnitee or any other Person against any liability asserted against such Person and incurred by such Person in any capacity in connection with the Company or its business and affairs, or arising out of an Indemnitee’s status as such, whether or not the Company would have the power or the obligation to indemnify such Person against such liability under the provisions of this Section 5.16. (g) This Section 5.16 shall not limit the right of the Company, to the fullest 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 Indemnitees (including, for the avoidance of doubt, any employee or agent of the Company or any director, manager, officer, partner, employee, consultant or agent of any Group Member). (h) Each Indemnitee shall, in the performance of his or her duties, or in taking any action (or omitting to take any action) or in connection with any consent or approval given or withheld, or otherwise relating to the Company or its business and affairs, 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 Indemnitee 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 in reliance upon the opinion or advice (including an opinion of counsel) of such Persons shall be conclusively presumed to have been taken or omitted in good faith. Each Indemnitee may rely, and shall be fully 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 the Board of Directors or such other Indemnitee and believed by such Director or other Indemnitee to be genuine and to have been signed or presented by the appropriate party or parties. (i) An Indemnitee shall not be denied indemnification in whole or in part under this Section 5.16 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was not otherwise prohibited by the terms of this Agreement. (j) The provisions of this Section 5.16 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons. (k) Any liabilities which an Indemnitee 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, any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the IRS, penalties assessed by the United States Department of Labor, restitutions to such plan, trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities indemnifiable under this Section 5.16, to the maximum extent permitted by Law. (l) Any indemnification pursuant to this Section 5.16 shall be made only out of the assets of the Company. In no event shall any of the Shareholders or any other Indemnitee be subject to personal liability by reason of any claim for indemnification by any Person, whether express pursuant to the indemnification provisions set forth in this Agreement or impliedotherwise. (m) The provisions of this Section 5.16 shall be deemed to be a contract between the Company and each Indemnitee for so long as this Section 5.16 and the relevant provisions of applicable Law remain in effect, and, to the fullest extent permitted by law, no amendment, modification or repeal of this Section 5.16 or any other provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee shall 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 5.16 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 liable asserted, and provided such Person became an Indemnitee hereunder prior to such amendment, modification or repeal. In the event that the Company or any Member for of its successors or assigns (i) consolidates with or merges into any act other Person and is not the continuing or omission surviving company or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any Person or (iii) is dissolved, then, in relation each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations of the Company set forth in this Section 5.16. (n) If this Section 5.16 or any portion of this Section 5.16 shall be invalidated on any ground by a final, non-appealable determination, in a proceeding brought in accordance with Section 12.10, the Company shall nevertheless indemnify each Indemnitee, to the Company or fullest extent permitted by any applicable portion of this Section 5.16 that shall not have been invalidated. (o) The provisions of this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraudshall supersede, bad faith or willful misconduct. To to the fullest extent permitted by law, as the same exists or hereafter be amended duties (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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company fiduciary or otherwise), whether civil, criminal, administrative, arbitrative or investigative, ) and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification liabilities of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent Company and/or any Shareholder otherwise existing at law or in equity. Further, the Primary Indemnification is not paid and/or does not provide coverage (e.g.provisions of this Section 5.16, a self-insured retention amount under an insurance any policy). No such Person shall be entitled , practice or procedure established pursuant to contribution Section 5.17 and any other exculpation or indemnification from provisions of this Agreement do not restore or subrogation against the Company. The indemnification create, whether in contract or otherwise, any such duties or liabilities of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any an Indemnitee.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by lawapplicable Law, 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)amended, the Company shall indemnify and hold harmless any Indemnitee who is or was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise)proceeding, whether civil, criminal, administrative, arbitrative administrative or investigative, and whether formal or informal investigative (hereinafter a “Proceeding”), including appeals, ) by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all liability and loss and liability suffered and expenses (including including, without limitation, attorneys’ fees), judgments, fines and amounts paid in settlement settlement) reasonably incurred by such Indemnitee in connection with such action, suit or proceedingProceeding. The Company shall to the fullest extent not prohibited by applicable Law, pay the expenses (including appealsattorneys’ fees) incurred by an Indemnitee in defending or otherwise participating in any Proceeding in advance of its final disposition; provided that such Indemnitee shall not be entitled to indemnification hereunder ifprovided, but only however, that, to the extent thatrequired by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking, by or on behalf of the Indemnitee’s conduct constituted fraud, bad faith to repay all amounts so advanced if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section 11.2(a) or willful misconductotherwise. Notwithstanding the preceding sentenceforegoing provisions of this Section 11.2(a), except as otherwise provided in Section 10.02(c)for Proceedings to enforce rights to indemnification and advancement of expenses, the Company shall be required indemnify and advance expenses to indemnify an Indemnitee in connection with any action, suit or proceeding a Proceeding (or part thereof) (i) commenced initiated by such Indemnitee only if the commencement of such action, suit or proceeding Proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”)informal, including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, Member and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (ed) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from (x) the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee), and (y) the relevant Fund (if applicable) (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Fund or the Indemnitee) (clauses (x) and (y) together, the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person or Fund shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee. “Fund” means any fund, investment vehicle or account whose investments are managed or advised by the Managing Member (if any) or its affiliates.

Exculpation and Indemnification. Notwithstanding No Member, officer or other authorized agent of the Company shall be liable to the Company, or any other provision person or entity who has an interest in the Company, for any 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 Company and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement, whether express except that such person shall be liable for any such loss, damage or impliedclaim incurred by reason of such person’s willful misfeasance or bad faith. In the event that the Member, or any of its direct or indirect members, partners, managers, directors, officers, stockholders, employees, agents, affiliates or controlling persons, or any officer of the Company (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 any matter arising out of or relating to the Company’s business or affairs, to the fullest extent permitted by applicable law, no Indemnitee shall any legal and other expenses (including the cost of any investigation and preparation) incurred by such Indemnified Person in connection therewith shall, from time to time, be liable advanced by the Company prior to the Company final disposition of such action, suit, proceeding or any Member for any act or omission in relation to investigation upon receipt by the Company of an undertaking by or this Agreement on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, suit proceeding or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconductinvestigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such amendmentan Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, only except to the extent that any such amendment permits Costs result solely from the Company to provide broader willful misfeasance or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification rights than such law permitted the Company to provide prior is unavailable to such amendment)Indemnified Person, or insufficient to hold it harmless, then the Company shall indemnify any Indemnitee who was contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is made or is threatened appropriate to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in reflect not only the right relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company or otherwise)and such Indemnified Person, whether civilas well as any relevant equitable considerations. The reimbursement, criminal, administrative, arbitrative or investigative, indemnity and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right contribution obligations of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee under this Section shall be secondary in addition to any liability which the Company may otherwise have to any Indemnified Person and all indemnification shall be binding upon and inure to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”)any successors, assigns, heirs and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit personal representatives of the Company or and any IndemniteeIndemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section shall be limited to the Company’s assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”)informal, including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, Manager and (ii) by or in the right of the Company only if the Managing Member Manager has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (ed) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from (x) the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee), and (y) the relevant Fund (if applicable) (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Fund or the Indemnitee) (clauses (x) and (y) together, the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person or Fund shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee. “Fund” means any fund, investment vehicle or account whose investments are managed or advised by the Manager (if any) or its affiliates.

Exculpation and Indemnification. Notwithstanding 5.1 The obligations and duties of the Escrow Agent are confined to those specifically set forth in this Agreement. In the event that any of the terms and provisions of any other provision agreement between any of the parties hereto conflict or are inconsistent with any of the terms and provisions of this Agreement, the terms and provisions of this Agreement shall govern and control the obligations and duties of the Escrow Agent in all respects. The Escrow Agent shall not be subject to, nor be under any obligation to ascertain or construe the terms and conditions of any other instrument, whether express or implied, not now or hereafter deposited with or delivered to the fullest extent permitted Escrow Agent or referred to in this Agreement, nor shall the Escrow Agent be obligated to inquire as to the form, execution, sufficiency, or validity of any such instrument nor to inquire as to the identity, authority, or rights of the person or persons executing or delivering same; provided that in the event that New Skies and BSSI settle any dispute arising out of or in connection with the NSS-8 Contract as provided in that contract, the Escrow Agent shall comply with any decision rendered by the arbitrators or by a court of law in accordance therewith. The Escrow Agent is hereby expressly authorized to comply with and obey awards of any such arbitrators and orders, judgments or decrees of any such court of law, no Indemnitee notwithstanding any notices, warnings or other communications from any party or any other person to the contrary. In case the Escrow Agent obeys or complies with any such award, order, judgment or decree, the Escrow Agent shall not be liable to any of the Company parties hereto or to any Member other person by reason of such compliance, notwithstanding any such award, order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 5.2 The Escrow Agent shall not be personally liable for any act that it may do or omission omit to do hereunder in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad good faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but and in the case exercise 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken own best judgment. Any act done or omitted to be taken done by Indemnitee the Escrow Agent pursuant to the advice of its attorneys shall be deemed conclusively to have been performed or omitted in good faith by the Escrow Agent. 5.3 In the event the Escrow Agent is notified of any dispute, disagreement or legal action between New Skies and BSSI and any third party relating to or arising in connection with the escrow, the Escrow Fund, or the performance of the Escrow Agent’s duties under this Agreement, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such capacitycontroversy by final appropriate legal proceedings, arbitration, or other means as, in the Escrow Agent’s discretion, it may require. In such event, the Escrow Agent will not be liable for interest (other than interest and any other investment earnings earned by the Escrow Amount during such period) or damage. Furthermore, the Escrow Agent may, at its option, file an action of interpleader requiring the parties to answer and litigate any claims and rights among themselves, provided that such action must be brought in accordance with Article XV hereof if the dispute involves solely New Skies and BSSI. The Escrow Agent is authorized, at its option, to deposit with the Clerk of the Court or the Arbitrator(s), as applicable, all documents and funds held in escrow, except all costs, expenses, charges, and reasonable attorneys’ fees incurred by the Escrow Agent due to the interpleader action and which New Skies and BSSI jointly agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement. 5.4 New Skies and BSSI hereby agree, jointly and severally, to indemnify and hold the Escrow Agent, and its directors, officers, employees, and agents, harmless from and against all loss costs, damages, judgments, reasonable attorneys’ fees (whether such attorneys shall be regularly retained or specifically employed), expenses, obligations and liability suffered liabilities of every kind and expenses (including nature which the Escrow Agent, and its directors, officers, employees, and agents, may incur, sustain, or be required to pay in connection with or arising out of this Agreement, unless the aforementioned results from the Escrow Agent’s gross negligence or willful misconduct, and to pay the Escrow Agent on demand the amount of all such costs, damages, judgments, attorneys’ fees), judgmentsexpenses, fines obligations, and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to liabilities. The costs and expenses of enforcing this right of indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company also shall be required to indemnify an Indemnitee paid jointly by New Skies and BSSI. The foregoing indemnities in connection with any action, suit this paragraph shall survive the resignation or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right substitution of the Company only if Escrow Agent or the Managing Member has provided its prior written consent. The indemnification termination of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemniteethis Agreement.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or his, her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-self- insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee.

Exculpation and Indemnification. (a) Except as otherwise provided in this Agreement, the Investment Manager shall not be liable to the Company, any Included Entities or their shareholders for any action or inaction in connection with the business of the Company or the Included Entities unless such action or inaction is adjudged to constitute gross negligence, willful malfeasance, willful misconduct or otherwise in violation of the covenants and agreements of the Investment Manager and its Affiliates contained herein. It shall be conclusively presumed and established that the Investment Manager acted in good faith and in accordance with this Agreement if any action is taken, or not taken, by it on the advice of legal counsel or other independent outside consultants or agents. Notwithstanding any other provision of this Agreement, whether express or implied, Agreement to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or 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)contrary, the Company will indemnify and hold harmless the Investment Manager and its stockholders, officers, directors, employees, agents and their respective affiliates (collectively, “Indemnified Persons”) from and against any loss or expense suffered or sustained by an Indemnified Person resulting from the performance or non-performance of the Investment Manager’s duties under this Agreement, including without limitation any judgment, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action or proceeding, provided that such indemnity will not extend to conduct by an Indemnified Person that is adjudged to constitute gross negligence, willful malfeasance, willful misconduct, or otherwise violate the covenants and agreements of the Investment Manager and its Affiliates contained herein. (b) The Investment Manager shall indemnify be entitled to receive, upon application therefor, advances from the Included Entities to cover the costs of defending any Indemnitee who was or is made or is pending, threatened to be made a party to or is otherwise involved in any threatened, pending or completed claim, action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, against it for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee Claims in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not which it would be entitled to indemnification hereunder ifunder this Section 14, but only provided, that such advances shall be repaid to the extent thatIncluded Entities (with interest thereon at an annual rate equal to the Money Market Rate (as defined below)) if the Investment Manager is found to be guilty of gross negligence willful malfeasance, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct, or otherwise in violation of the covenants and agreements of the Investment Manager and its Affiliates contained herein, which precludes indemnification hereunder. Notwithstanding For the preceding sentencepurposes of this Section 14, except “Money Market Rate” shall mean a money market rate of interest as otherwise provided determined in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized good faith by the Managing Member, and (ii) Investment Manager from time to time by referencing recognized financial publications like the Wall Street Journal or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to financial service providers like Bloomberg or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee.Reuters

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or 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 will indemnify and hold harmless each of the Company to provide prior to such amendment)Members, the Company shall indemnify any Indemnitee Officers, employees or other agents who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending pending, or completed action, suit or proceeding (brought in the right of the Company or otherwise)proceeding, whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his any act or her omission or its status alleged act or omission arising out of such Person’s activities as an Indemnitee a Member, Officer, employee or other agent or otherwise on behalf of the Company if such activities were performed or omitted in good faith either on behalf of the Company or in furtherance of the interests of the Company, and were performed or omitted in a manner reasonably believed by such Person to be within the scope of the authority conferred by this Agreement, by law or by reason of any action alleged to have the Managing Member, against losses, damages, or expenses for which such Person has not otherwise been taken or omitted to be taken by Indemnitee in such capacityreimbursed (including, for without limitation, attorneys and against all loss accountant fees and liability suffered and expenses (including attorneys’ fees)expenses, judgments, judgment fines and amounts paid in settlement settlement), actually and reasonably incurred by such Indemnitee Person in connection with such action, suit or proceeding, so long as such Person was not guilty of gross negligence or willful misconduct with respect to such act or omission. Expenses, including appeals; provided that attorneys’ fees and expenses, incurred by any such Indemnitee shall not be indemnified Person in defending a proceeding as to which it is entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except (as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized reasonably determined by the Managing Member) shall be paid by the Company periodically in advance of the final disposition of such proceeding, and (ii) including any appeal therefrom, upon receipt of an undertaking by or in on behalf of such indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the right of Company. Notwithstanding anything contained herein to the contrary, any indemnity by the Company only if relating to the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified matters covered in clause (e) of the definition of Indemnitee this Section 5.5 shall be secondary to any provided and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit satisfied out of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Companyof Company assets only. The right to indemnification and the advancement of expenses conferred in this Section 5.5 shall not be exclusive of any other Indemnitee shallright which any such Person may have or hereafter acquire under any agreement, law or otherwise. If this Section 5.5 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each such indemnified Person pursuant to this Section 5.5 to the fullest extent permitted by any applicable portion of this Section 5.5 that shall not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemniteehave been invalidated.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless in good faith and in the reasonable belief that such Indemnitee’s conduct constituted fraud, bad faith act or willful misconductomission was in the best interests of the Company. To the fullest extent permitted by law, as the same exists or 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by an Indemnitee in such capacity, for from and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee. For the avoidance of doubt, this Agreement shall not affect the indemnification and advancement of rights provided pursuant to the Existing Agreement in favor of any Person relating to proceedings arising out of actions or omissions occurring in whole or in part prior to the effectiveness of this Agreement.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless in good faith and in the reasonable belief that such Indemnitee’s conduct constituted fraud, bad faith act or willful misconductomission was in the best interests of the Company. To the fullest extent permitted by law, as the same exists or 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by an Indemnitee in such capacity, for from and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith faith, gross negligence or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee. For the avoidance of doubt, this Agreement shall not affect the indemnification and advancement of rights provided pursuant to the Existing Agreement in favor of any Person relating to proceedings arising out of actions or omissions occurring in whole or in part prior to the effectiveness of this Agreement.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee (i) The Advisor shall not be liable to SBFM, the Company Partnership or any Member their respective shareholders, partners, successors or assigns under this Agreement for any act or omission in relation failure to the Company or this Agreement or any transaction contemplated hereby act taken or omitted by an Indemnitee unless in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Partnership if such Indemnitee’s conduct constituted fraudact or failure to act did not constitute negligence, bad faith or willful intentional misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case a material breach of any such amendmentmaterial representations or warranties made by the Advisor in this Agreement, only or a breach of its fiduciary obligations to the extent that such amendment permits Partnership as a commodity trading advisor. In any threatened, pending or completed action, suit, or proceeding to which the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), the Company shall indemnify any Indemnitee who Advisor was or is made a party or is threatened to be made a party to arising out of or is otherwise involved in any threatened, pending connection with this Agreement or completed action, suit the management of the Partnership's assets by the Advisor or proceeding (brought the offering and sale of units in the right Partnership, SBFM shall, subject to subparagraph (a)(iii) of this Paragraph 6, indemnify and hold harmless the Company or otherwise)Advisor against any loss, whether civilliability, criminaldamage, administrativecost, arbitrative or investigativeexpense (including, without limitation, attorneys' and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ accountants' fees), judgments, fines judgments and amounts paid in settlement actually and reasonably incurred by such Indemnitee it in connection with such action, suit suit, or proceedingproceeding if the Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Partnership, including appeals; and provided that such Indemnitee shall its conduct did not be entitled constitute negligence, intentional misconduct, a material breach of any material representations or warranties made by the Advisor in this Agreement, or a breach of its fiduciary obligations to indemnification hereunder ifthe Partnership as a commodity trading advisor, but unless and only to the extent that the court or administrative forum in which such action or suit was brought shall determine upon application that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding despite the preceding sentence, except as otherwise provided adjudication of liability but in Section 10.02(c)view of all circumstances of the case, the Company Advisor is fairly and reasonably entitled to indemnity for such expenses which such court or administrative forum shall deem proper; and further provided that no indemnification shall be required to indemnify an Indemnitee in connection with available from the Partnership if such indemnification is prohibited by Section 16 of the Partnership Agreement. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Partnership. (ii) To the extent that the Advisor has been successful on the merits or part thereof) (i) commenced by such Indemnitee only if the commencement otherwise in defense of such any action, suit or proceeding referred to in subparagraph (or part thereofi) by such Indemnitee was authorized by the Managing Memberabove, and (ii) by or in defense of any claim, issue or matter therein, SBFM shall indemnify it against the right expenses (including, without limitation, attorneys' and accountants' fees) actually and reasonably incurred by it in connection therewith. (iii) Any indemnification under subparagraph (i) above, unless ordered by a court or administrative forum, shall be made by SBFM only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Advisor has met the applicable standard of conduct set forth in subparagraph (i) above. Such independent legal counsel shall be selected by SBFM in a timely manner, subject to the Advisor's approval, which approval shall not be unreasonably withheld. The Advisor will be deemed to have approved SBFM's selection unless the Advisor notifies SBFM in writing, received by SBFM within five days of SBFM's telecopying to the Advisor of the Company only if notice of SBFM's selection, that the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of Advisor does not approve the type identified in clause selection. (eiv) of In the definition of Indemnitee shall be secondary event the Advisor is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of, or in connection with, the Partnership's or SBFM's activities or claimed activities unrelated to the Advisor, SBFM shall indemnify, defend and all indemnification to which such Indemnitee is entitled from hold harmless the relevant other Person Advisor against any loss, liability, damage, cost or expense (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemniteeincluding, without limitation, attorneys' and accountants' fees) incurred in connection therewith. (the “Primary Indemnification”v) As used in this Paragraph 6(a), the terms "Advisor" shall include the Advisor, its principals, officers, directors, stockholders and will only be paid to employees and the extent term "SBFM" shall include the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any IndemniteePartnership.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing MemberOpCo Board, and (ii) by or in the right of the Company only if the Managing Member OpCo Board has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee.

Exculpation and Indemnification. Notwithstanding (a) No present or former Member, officer, or any direct or indirect officer, director, stockholder, Affiliate or partner of a Member (each, an “Indemnitee”), shall be liable, responsible or accountable in damages or otherwise to the Company or to any Member, for any act or failure to act by such Indemnitee in connection with the conduct of the business of the Company, or by any other provision such Indemnitee in performing or participating in the performance of the obligations of the Company, in each case in such Indemnitee’s capacity as a Member, officer of the Company or any officer, director, stockholder, Affiliate or partner of a Member, so long as such Indemnitee acted in the good faith belief that such action or failure to act was in the best interests, or not opposed to the best interests, of the Company and/or its subsidiaries and such action or failure to act was not in violation of this Agreement and did not constitute gross negligence or willful misconduct. The provisions of this Section 4.1(a) are intended by the parties to apply even if such provisions have the effect of exculpating the Indemnitee from legal responsibility for the consequences of such Indemnitee’s own simple, full, partial or concurrent negligence. Except as otherwise required by the Act, no person who is a Member, an officer, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, officer or any combination of the foregoing. Any duties (including fiduciary duties) of an Indemnitee to the Company or to any other Indemnitee that would otherwise apply at law or in equity are hereby eliminated to the fullest extent permitted under the Act and any other applicable law, provided that (i) the foregoing shall not eliminate the obligation of each Indemnitee to act in compliance with the express terms of this Agreement and (ii) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained in this Agreement, each of the Members hereby acknowledges and agrees that each Member, in determining whether express or impliednot to vote in support of or against any particular decision for which the Members’ consent is required, may act in and consider the best interest of the Member and shall not be required to act in or consider the best interests of the Company, any subsidiary of the Company or any other Members. (b) The Company shall indemnify and hold harmless each Indemnitee to the fullest extent permitted by law, no so long as such Indemnitee shall be liable acted in the good faith belief that such action or failure to act was in the best interests, or not opposed to the Company or any Member for any act or omission in relation to best interests, of the Company and/or its subsidiaries and such action or failure to act was not in violation of this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith and did not constitute gross negligence or willful misconduct. To the fullest extent permitted by law, as the same exists against losses, damages, liabilities, costs or 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including reasonable attorneys’ fees), judgments, fines fees and expenses and amounts paid in settlement reasonably settlement) incurred by any such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee may be made a party or otherwise involved or with which it shall be threatened by reason of its being a Member, Officer, or any direct or indirect officer, director, stockholder or partner of a Member, or while acting as (or on behalf of) a Member on behalf of the Company or in the Company’s interest. Such attorneys’ fees and expenses shall be paid by the Company as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Indemnitee to repay such amounts if it is ultimately determined that such Indemnitee is not entitled to indemnification with respect thereto. (c) The right of an Indemnitee to indemnification hereunder shall not be exclusive of any other right or remedy that a Member or Officer may have pursuant to applicable law or this Agreement. (d) An Indemnitee shall 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 Person as to matters the Indemnitee 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 the Company, 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 relevant Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of an Indemnitee to the Company or its Members otherwise existing at law or in equity, are agreed by the Members to replace such other Person duties and liabilities of such Indemnitee. (f) The satisfaction of any indemnification or expense advancement obligation pursuant to this 4.1 shall be from and limited to the assets (including any payment made to such Indemnitee under any insurance policy issued to or for insurance) of the benefit of such Person or Indemnitee) (the “Primary Indemnification”)Company, and will only no Member, in such capacity, shall be paid subject to personal liability therefor. (g) The foregoing provisions of this 4.1 shall survive any termination of this Agreement, and to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g.provisions are amended or repealed on a future date, a self-insured retention amount under an insurance policy). No such Person Indemnitees shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, fully protected under this 4.1 to the extent not in conflict with the Indemnitees’ liability arose prior to such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to amendment or for the benefit of the Company or any Indemniteerepeal.

Exculpation and Indemnification. Notwithstanding (a) The obligations and duties of the Escrow Agent are confined to those specifically set forth in this Agreement. In the event that any of the terms and provisions of any other provision agreement between any of the parties hereto conflict or are inconsistent with any of the terms and provisions of this Agreement, the terms and provisions of this Agreement shall govern and control in all respects. Except as set forth herein, the Escrow Agent shall not be subject to, nor be under any obligation to ascertain or construe the terms and conditions of any other instrument, whether express or implied, not now or hereafter deposited with or delivered to the fullest extent permitted by lawEscrow Agent or referred to in this Agreement, no Indemnitee nor shall the Escrow Agent be liable obligated to inquire as to the Company form, execution, sufficiency, or validity of any Member such instrument nor to inquire as to the identity, authority, or rights of the person or persons executing or delivering same. (b) The Escrow Agent shall not be personally liable for any act that it may do or omission omit to do hereunder in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad good faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but and in the case exercise 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken own best judgment. Any act done or omitted to be taken done by Indemnitee the Escrow Agent pursuant to the advice of its attorneys shall be deemed conclusively to have been performed or omitted in good faith by the Escrow Agent. (c) In the event the Escrow Agent is notified of any dispute, disagreement or legal action between Parent and Pace and any third party relating to or arising in connection with the escrow, the Escrow Account, or the performance of the Escrow Agent’s duties under this Agreement, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such capacitycontroversy by final appropriate legal proceedings, arbitration, or other means as, in the Escrow Agent’s discretion, it may require. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may, at its option, file an action of interpleader requiring the parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized, at its option, to deposit with the Clerk of the Court all documents and funds held in escrow, except all costs, expenses, charges, and reasonable attorneys’ fees incurred by the Escrow Agent due to the interpleader action and which shall be split equally between Parent and Pace. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement. (d) Parent and Pace hereby agree, jointly and severally, to indemnify and hold the Escrow Agent, and its directors, officers, employees, and agents, harmless from and against all loss costs, damages, judgments, attorneys’ fees (whether such attorneys shall be regularly retained or specifically employed), expenses, obligations and liability suffered liabilities of every kind and expenses (including nature which the Escrow Agent, and its directors, officers, employees, and agents, may incur, sustain, or be required to pay in connection with or arising out of this Agreement, unless the aforementioned results from the Escrow Agent’s fraud, gross negligence or willful misconduct, and to pay the Escrow Agent on demand the amount of all such costs, damages, judgments, attorneys’ fees), judgmentsexpenses, fines obligations, and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to liabilities. The costs and expenses of enforcing this right of indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company also shall be required to indemnify an Indemnitee split equally between Parent and Pace. The foregoing indemnities in connection with any action, suit this paragraph shall survive the resignation or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right substitution of the Company only if Escrow Agent or the Managing Member has provided its prior written consent. The indemnification termination of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemniteethis Agreement.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent ------------------------------- permitted by applicable law in effect from time to time, no member of the Board shall be liable for any action or omission of any other member's own part in respect of this Unitholders Plan. The Company hereby agrees to pay all expenses (including, without limitation, legal fees and expenses) incurred by, and satisfy any judgment or lien rendered or levied against, a present or former member of the Board as a result of any proceeding which arises in connection with this Unitholders Plan or the administration thereof; provided, however, -------- ------- that the Board first determines that such director was acting in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Payments authorized under this Unitholders Plan shall include, without limitation, amounts paid and expenses incurred in settling any such proceeding. Termination of any proceeding brought in respect of the settlement or a plea of nolo contendere (or equivalent) will not, of itself, create a presumption that the director did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company. The right to indemnification hereunder shall be a contract right and as such shall run to the benefit of any director who is elected and accepts the position of director of the Company or elects to continue to serve as a director of the Company while this Unitholders Plan is in effect. Any modification or amendment of this Section 16 shall be prospective only and shall not limit the rights of any such director or the obligations of the Company with respect to any claim arising from or related to the services of such director in administering this Unitholders Plan prior to any such modification or amendment. Such right shall include the right to be paid by the Company expenses incurred in investigating and defending any such proceeding in advance of its final disposition to the maximum extent permitted under applicable law, as the same exists or may hereafter be amended amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Company within sixty (but in 60) days after a written claim has been received by such entity, the case of claimant may at any such amendment, only to the extent that such amendment permits time thereafter bring suit against the Company to provide broader indemnification rights than recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such law permitted the Company to provide prior claim. It shall be a defense to such amendment)action that such indemnification or advancement of costs of defense are not permitted under applicable state law, but the burden of proving such defenses shall be on the Company. In the event of the death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of his heirs, executors, administrators, and personal representatives. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement, or otherwise. As used herein, the Company term "proceeding" shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in mean any threatened, pending pending, or completed action, suit suit, or proceeding (brought in the right of the Company or otherwise)proceeding, whether civil, criminal, administrative, arbitrative arbitrative, or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee appeal in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such an action, suit or proceeding, including appeals; provided and any inquiry or investigation that could lead to such Indemnitee an action, suit, or proceeding. For purposes of this Section 16, the term "director" shall include the estate, executor, administrator, heirs, legatees and assigns of such person. The provisions of this Section 16 are in addition to and shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with limit any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right other rights which a director may have under any provision of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee charter or bylaws of the type identified in clause (e) of the definition of Indemnitee shall be secondary to Company, any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to contract or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemniteeapplicable law.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee. For the avoidance of doubt, this Agreement shall not affect the indemnification and advancement of rights provided pursuant to the Existing Agreement in favor of any Person relating to proceedings arising out of actions or omissions occurring in whole or in part prior to the effectiveness of this Agreement.

Exculpation and Indemnification. Notwithstanding (a) Except in the case of its bad faith, gross negligence (as such term is construed under the laws of the State of Delaware) or willful misconduct, no Limited Partner or any of its Affiliates or any of their Agents or any Manager (collectively, “Covered Persons”) shall be liable to the Partnership or any other provision Covered Person for monetary damages for any breach of this Agreement, whether express fiduciary or implied, similar duty (to the extent that such Covered Person has any such duty) relating to the Partnership to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended Applicable Law. (but b) Except in the case of any bad faith, gross negligence (as such amendmentterm is construed under the laws of the State of Delaware) or willful misconduct, only to each Person (and the extent that heirs, executors or administrators of such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), the Company shall indemnify any Indemnitee Person) who was or is made a party or is threatened to be made a party to to, or is otherwise involved in any threatened, pending or completed claim, action, suit or proceeding (brought in the right of the Company or otherwise)proceeding, whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his the fact that such Person is or her was a Partner, Affiliate of a Partner, Manager or its status as an Indemnitee Officer, shall be indemnified and held harmless by the Partnership to the fullest extent permitted by law against any and all losses, damages, costs or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for liabilities (including reasonable and against all loss and liability suffered documented out-of-pocket legal fees and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably reasonable and documented out-of-pocket costs of investigation) incurred by such Indemnitee in connection with such action, suit or proceeding, including appealstherewith (“Indemnifiable Losses”); provided that such Indemnitee the Partnership shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required obligated to indemnify an Indemnitee and hold harmless such Person in connection with any such claim, action, suit or proceeding (conducted, brought or part thereof) (i) commenced threatened by the Partnership or any Covered Person unless such Indemnitee only if the commencement of such claim, action, suit or proceeding involves such Person in his or her capacity as a Partner, Affiliate of a Partner, an Officer or Manager. The right to indemnification conferred in this Section 5.04 (or part thereofi) by such Indemnitee was authorized shall also include the right to be paid by the Managing Member, Partnership the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent permitted by law and (ii) by shall not include indemnification against any loss of profit or return (including with respect to Taxes) on any Covered Person’s direct or indirect investment in the Partnership (including any diminution in the value thereof). The right to indemnification conferred in this Section shall be a contract right. (c) The Partnership may, by action of the Company only if General Partner acting by the Managing Member has provided its prior written consentGP Board, provide indemnification to such other employees and Agents of the Partnership or other persons who are or were serving at the request of the Partnership as a director, officer, employee or Agent of another company, corporation, partnership, joint venture, trust or other enterprise to such extent and to such effect as the GP Board shall determine to be appropriate. (d) The Partnership shall have the power to purchase and maintain insurance on behalf of any person who is or was a Covered Person or an Officer, employee or Agent of the Partnership, or is or was serving at the request of the Partnership as a member, director, officer, employee or Agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of his status as such, whether or not the Partnership would have the power to indemnify him against such liability under Applicable Law. The indemnification rights and authority conferred in this Section shall not be exclusive of an Indemnitee of any other right which any Person may otherwise have or hereafter acquire with respect to the type identified matters covered in clause this ‎Section 5.04. (e) Without limiting the generality of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from foregoing, the relevant other Person Partnership acknowledges that certain Managers (including any payment made certain Managers appointed by Buyer) and Limited Partners may have certain rights to indemnification, advancement of expenses and/or insurance provided by other third party sources with respect to such Indemnitee under Managers’ and/or Limited Partners’ association with the Partnership and/or any insurance policy issued to or for the benefit of such Person or Indemnitee) its Subsidiaries (the “Primary IndemnificationOther Indemnitors”). Notwithstanding the existence of any Other Indemnitor with respect to any such Manager or Limited Partner, the Partnership and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person its Subsidiaries shall be entitled the indemnitors of first resort (i.e., the Partnership and its Subsidiaries’ obligations for indemnification, expense advancement and insurance coverage to contribution such Manager or Limited Partner are primary and any obligations of any Other Indemnitor to advance expenses or to provide indemnification from or subrogation against insurance coverage for the Companysame expenses or liabilities incurred by such Manager or Limited Partner are secondary), with respect to any such Managers’ or Limited Partners’ association with the Partnership and its Subsidiaries. The indemnification Other Indemnitors shall be third party beneficiaries of any other Indemnitee shallthe terms of this Section 5.04(e). (f) Neither the amendment of this Section, nor, to the fullest extent permitted by Applicable Law, any modification of law, shall eliminate or reduce the effect of this Section in respect of any acts or omissions occurring prior to such amendment or modification. (g) Notwithstanding anything to the contrary in this Agreement, no provision of this Section 5.04 shall limit or affect (and this Section 5.04 shall not in conflict apply to) any Partner’s obligation (or any obligation of any Affiliate of such Partner) to comply with such policy, be secondary to the express terms of this Agreement or any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company Transaction Documents, or any Indemniteelosses or claims relating thereto.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless in good faith and in the reasonable belief that such Indemnitee’s conduct constituted fraud, bad faith act or willful misconductomission was in the best interests of the Company. To the fullest extent permitted by law, as the same exists or 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by an Indemnitee in such capacity, for from and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith faith, gross negligence or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the ““ Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured self -insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee. For the avoidance of doubt, this Agreement shall not affect the indemnification and advancement of rights provided pursuant to the Existing Agreement in favor of any Person relating to proceedings arising out of actions or omissions occurring in whole or in part prior to the effectiveness of this Agreement.

Exculpation and Indemnification. Notwithstanding 16.1 Each Interested Party acknowledges and agrees that the Escrow Agent (i) shall not be responsible for any of the agreements referred to or described herein (including without limitation the Merger Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Agreement on its part to be performed, each of which is ministerial (and shall not be construed to be fiduciary) in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent, (iii) shall not be obligated to take any legal or other provision of this Agreementaction hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether express incorporated herein or impliedprovided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the fullest extent permitted proper person, and shall have no responsibility for making inquiry as to or determining the genuineness, accuracy or validity thereof, or of the authority of the person signing or presenting the same, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by lawit hereunder in good faith and in accordance with the opinion or advice of such counsel. Documents and written materials referred to in this paragraph include, no Indemnitee without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a person if it bears, as sender, the person’s e-mail address. 16.2 The Escrow Agent shall not be liable to the Company or any Member anyone for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee it hereunder except in the case of the Escrow Agent’s gross negligence or willful misconduct in breach of the terms of this Agreement. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. 16.3 The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent’s own gross negligence or willful misconduct in breach of this Agreement. 16.4 The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account. 16.5 Notwithstanding any term appearing in this Agreement to the contrary, in no instance shall the Escrow Agent be required or obligated to distribute any Escrow Property (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Agreement), as the case may be. 16.6 All deposits and payments hereunder, or pursuant to the terms hereof (including without limitation all payments to the Escrow Agent pursuant to Section 4), shall be in U.S. dollars. 16.7 Each of the Interested Parties and Escrow Contributors covenants and agrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence, or willful misconduct. The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement. 16.8 Each of the Interested Parties and Escrow Contributors agrees, jointly and severally, (i) to assume any and all loss obligations imposed now or hereafter by any applicable tax law with respect to any payment or distribution of the Escrow Property or performance of other activities under this Agreement, (ii) to instruct the Escrow Agent in writing with respect to the Escrow Agent’s responsibility for withholding and other taxes, assessments or other governmental charges, and to instruct the Escrow Agent with respect to any certifications and governmental reporting that may be required under any laws or regulations that may be applicable in connection with its acting as Escrow Agent under this Agreement, and (iii) to indemnify and hold the Escrow Agent harmless from any liability suffered or obligation on account of taxes, assessments, additions for late payment, interest, penalties, expenses and other governmental charges that may be assessed or asserted against the Escrow Agent in connection with, on account of or relating to the Escrow Property, the management established hereby, any payment or distribution of or from the Escrow Property pursuant to the terms hereof or other activities performed under the terms of this Agreement, including without limitation any liability for the withholding or deduction of (or the failure to withhold or deduct) the same, and any liability for failure to obtain proper certifications or to report properly to governmental authorities in connection with this Agreement, including costs and expenses (including attorneys’ feesreasonable legal fees and expenses), judgments, fines interest and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consentpenalties. The foregoing indemnification and agreement to hold harmless shall survive the termination of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemniteethis Agreement.

Exculpation and Indemnification. (a) Notwithstanding any other provision of this AgreementAgreement to the contrary, AHP Servicing shall not be liable to the Investment Manager, 2015A+ or their respective Affiliates for any action or inaction in connection with the performance of the Services unless such action or inaction is determined by a final, non-appealable judgment of a court of competent jurisdiction to constitute gross negligence or willful misconduct on the part of AHP Servicing. It shall be conclusively presumed and established that AHP Servicing shall be entitled to exculpation hereunder if any action is taken, or not taken, by it on the advice of legal counsel or other independent outside consultants. Any exculpation under this section shall apply only to the extent that such exculpation does not violate applicable law. (b) Notwithstanding any other provision of this Agreement to the contrary, the Investment Manager will indemnify and hold harmless AHP Servicing and its officers, directors, managers, members, stockholders, employees and agents (collectively, “Indemnified Persons”) from and against any and all claims, liabilities, actions, demands, losses, costs, expenses (including attorneys’ fees and other expenses of litigation), damages, penalties or interest incurred in connection with any lawsuit, action, claim, legal proceeding, arbitration, investigation or similar proceeding related to any action or inaction by any of them in connection with the Services (including the settlement of any such lawsuit, action, claim, legal proceeding or arbitration); provided, however, that Indemnified Person is not guilty of gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction. The Investment Manager shall advance amounts and/or pay expenses as incurred in connection with the indemnification obligation herein. In the event this indemnification obligation shall be deemed unenforceable, whether express in whole or impliedin part, such unenforceable portion shall be stricken or modified so as to give effect to this section 8(b) to the fullest extent permitted by law, no Indemnitee . (c) The foregoing provisions of this section 8 shall be liable to survive the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right termination of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any IndemniteeAgreement.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company Partnership or any Member Partner for any act or omission in relation to the Company Partnership or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company Partnership to provide broader indemnification rights than such law permitted the Company Partnership to provide prior to such amendment), the Company Partnership shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company Partnership or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c)12.2.3, the Company Partnership shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing MemberGeneral Partner, and (ii) by or in the right of the Company Partnership only if the Managing Member General Partner has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (ed) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the CompanyPartnership. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company Partnership or any Indemnitee.

Exculpation and Indemnification. Notwithstanding (a) No Director, Stockholder, or officer or other authorized agent of the Company shall be liable to the Company, or any other provision person or entity who has an interest in the Company, for any 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 Company and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement, whether express except that such person shall be liable for any such loss, damage or impliedclaim incurred by reason of such person’s gross negligence or willful misconduct. (b) In the event that any Stockholder, Special Member, or any of its direct or indirect partners, directors, managing directors, officers, stockholders, employees, agents, affiliates or controlling persons, or any Director or officer of the Company (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 any matter arising out of or relating to the Company’s business or affairs, to the fullest extent permitted by applicable law, no Indemnitee shall any legal and other expenses (including the cost of any investigation and preparation) incurred by such Indemnified Person in connection therewith shall, from time to time, be liable advanced by the Company prior to the Company final disposition of such action, suit, proceeding or any Member for any act or omission in relation to investigation upon receipt by the Company of an undertaking by or this Agreement on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, suit proceeding or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconductinvestigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such amendmentan Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, only except to the extent that any such amendment permits Costs result solely from the Company to provide broader gross negligence or willful misconduct of such Indemnified Person. (c) If for any reason (other than the gross negligence or willful misconduct of such Indemnified Person) the foregoing indemnification rights than such law permitted the Company to provide prior is unavailable to such amendment)Indemnified Person, or insufficient to hold it harmless, then the Company shall indemnify any Indemnitee who was contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is made or is threatened appropriate to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in reflect not only the right relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company or otherwise)and such Indemnified Person, whether civilas well as any relevant equitable considerations. The reimbursement, criminalindemnity and contribution obligations of the Company under this Section 15 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, administrativeassigns, arbitrative or investigativeheirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 15 shall be limited to the Company’s assets, and whether formal no Stockholder shall have any personal liability on account thereof. (d) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or informal (hereinafter a “Proceeding”)statements presented to the Company 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 the Company, including appealsinformation, by reason opinions, reports or statements as to the value and amount of his the assets or her liabilities of the Company, or its status as an Indemnitee or by reason any other facts pertinent to the existence and amount of any action alleged assets from which distributions to have been taken or omitted to the Stockholder might properly be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses paid. (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to e) To the extent that, such Indemnitee’s conduct constituted fraudat law or in equity, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Indemnified Person, an Indemnified Person acting under this Agreement shall not be required liable to indemnify an Indemnitee in connection with the Company or to any action, suit other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement or proceeding (any approval or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized authorization granted by the Managing Member, and (ii) by Company or in the right of the Company only if the Managing Member has provided its prior written consentany other Indemnified Person. The indemnification provisions of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shallthis Agreement, to the extent not that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in conflict with equity, are agreed by the Stockholder and any Special Member to replace such policy, be secondary to other duties and liabilities of such Indemnified Person. (f) The foregoing provisions shall survive any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit termination of the Company or any Indemniteethis Agreement.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. (a) To the fullest extent permitted by lawthe Act and, as the same exists or hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits required by the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment)Act, the Company shall indemnify and hold harmless any Indemnitee person who was or is made a member, officer or is threatened manager of the Company from and against any and all liability, loss suffered and expenses (including counsel fees and disbursements), judgments, fines (including excise taxes assessed on a person with respect to an employee benefit plan), and amounts paid in settlement that may be made imposed upon or incurred by him in connection with, or as a party to or is otherwise involved in result of, any threatened, pending pending, or completed action, suit or proceeding (brought in the right of the Company or otherwise)proceeding, whether civil, criminal, administrative, arbitrative administrative or investigative, and investigative (whether formal or informal (hereinafter a “Proceeding”not by or in the right of the Company), including appealsin which he is or may become involved, as a party, witness or otherwise, by reason of his the fact that he is or her was a member, officer or its status manager of the Company or, while a member, officer or manager of the Company, is or was serving at the request of the Company as an Indemnitee officer, director, incorporator, employee, partner, trustee or by reason agent of any action alleged to have been taken another corporation, partnership, joint venture, trust or omitted other enterprise (including an employee benefit plan), whether or not he continues to be taken by Indemnitee in such capacity, for at the time such expenses and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit shall have been imposed or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconductincurred. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c)however, the Company shall not be required to indemnify an Indemnitee such a person who is or was a member, officer or manager in connection with any an action, suit or proceeding (or part thereof) (i) commenced thereof initiated by such Indemnitee only if person unless the commencement initiation of such action, suit or proceeding (or part thereof) by such Indemnitee person was specifically authorized by the Managing Member. The right of indemnification provided under this paragraph shall inure whether or not such expenses and judgments, fines and amounts paid in settlement are imposed or incurred based on matters which antedate the adoption of this Article 21. Such right of indemnification shall continue as to a person who has ceased to be a member, officer or manager of the Company, and shall inure to the benefit of the heirs and legal representatives of such a person. (iib) Expenses (including caused fees) incurred by a person who is or in the right was a member, officer or manager of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee in defending or investigating a threatened or pending action, suit or proceeding in which such person is or may become involved, as a party, witness or otherwise, by reason of the type identified in clause (e) fact that he is or was a member, officer or manager of the definition Company or, while a member, officer or manager of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee the Company, is entitled from or was serving at the relevant request of the Company as director, officer, incorporator, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other Person enterprise (including any payment made to such Indemnitee under any insurance policy issued to or for the an employee benefit of such Person or Indemnitee) (the “Primary Indemnification”plan), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the fullest extent not in conflict with such policyprohibited by law, be secondary paid by the Company in advance of final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Article 21 or otherwise. (c) The rights to indemnification and advancement of expenses provided by this Article 21 stall not be deemed exclusive of any and all payment to other rights which such Indemnitee is entitled from are or may be provided now or in the future under any relevant insurance policy issued to provision currently in effect or for the benefit hereafter adopted of this Agreement, by any agreement, provision of the Company Certificate of Formation, by vote or any Indemniteeresolution of members, by resolution of managers, by provision of law or otherwise.

Exculpation and Indemnification. Notwithstanding No Manager or Member or other authorized agent of the Company shall be liable to the Company, or any other provision person or entity who has an interest in the Company, for any 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 Company and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement, whether express except that such person shall be liable for any such loss, damage or impliedclaim incurred by reason of such person's willful misfeasance or bad faith. In the event that any Member, or any of its direct or indirect partners, directors, managing directors, officers, stockholders, employees, agents or Affiliates, or any Manager or Officer of the Company (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 any matter arising out of or relating to the Company's business or affairs, to the fullest extent permitted by applicable law, no Indemnitee shall any legal and other expenses (including the cost of any investigation and preparation) incurred by such Indemnified Person in connection therewith shall, from time to time, be liable advanced by the Company prior to the Company final disposition of such action, suit, proceeding or any Member for any act or omission in relation to investigation upon receipt by the Company of an undertaking by or this Agreement on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, suit, proceeding or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconductinvestigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, as the same exists or hereafter be amended (but in the case Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings , costs, expenses and disbursements of any kind or nature whatsoever (collectively, "Costs"), to which such amendmentan Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company's business or affairs, only except to the extent that any such amendment permits Costs result solely from the Company to provide broader willful misfeasance or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification rights than such law permitted the Company to provide prior is unavailable to such amendment)Indemnified Person, or insufficient to hold it harmless, then the Company shall indemnify any Indemnitee who was contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is made or is threatened appropriate to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in reflect not only the right relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company or otherwise)and such Indemnified Person, whether civilas well as any relevant equitable considerations. The reimbursement, criminal, administrative, arbitrative or investigative, indemnity and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right contribution obligations of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee under this Section 13 shall be secondary in addition to any liability which the Company may otherwise have to any Indemnified Person and all indemnification shall be binding upon and inure to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”)any successors, assigns, heirs and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit personal representatives of the Company or and any IndemniteeIndemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 13 shall be limited to the Company's assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”)informal, including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c)) hereof, the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, Member and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (ed) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee. For the avoidance of doubt, this Agreement shall not affect the indemnification and advancement rights provided pursuant to the Original Agreement in favor of any Person relating to proceedings arising out of actions or omissions occurring in whole or in part prior to the effectiveness of this Agreement.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the A. The Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or 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), the Company shall may indemnify any Indemnitee Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit suit, proceeding or proceeding (brought in the right of the Company or otherwise)investigation, whether civil, criminal, investigative or administrative, arbitrative or investigative, and whether formal external or informal internal to the Company (hereinafter a “Proceeding”other than an action or suit brought by or in the right of the Company), including appeals, by reason of his the fact that such person is or her was a Manager, Member, employee or its status as trustee of the Company, or that, such person is or was an Indemnitee Affiliate of a Manager, Member, employee or by reason trustee of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacitythe Company, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnitee Person in connection with such action, suit or proceeding, including appeals; provided that or any appeal therein, if such Indemnitee shall Person acted in good faith and in a manner he, she, or it reasonably believed to be in or not be entitled to indemnification hereunder if, but only opposed to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding best interests of the preceding sentence, except as otherwise provided in Section 10.02(c)Company, the liability or loss was not the result of negligence or misconduct by such Person and the indemnification is recoverable only out of the assets of the Company shall be required and not from the Members, and with respect to indemnify an Indemnitee in connection with any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding (whether by judgment, order, settlement, conviction, or part thereof) upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, that such Person had reasonable cause to believe that his, her or its conduct was unlawful. Notwithstanding anything to the contrary in Section 6.3A hereof, the Company shall not indemnify any Person for losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities law by such Person unless one or more of the following conditions are met: (i) commenced by there has been a successful adjudication on the merits of each count involving alleged securities law violations as to such Indemnitee only if the commencement of such actionPerson, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) the claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to such Person, or (iii) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and the published opinions of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. B. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the Company only if the Managing Member has provided to procure a judgment in its prior written consent. The indemnification of an Indemnitee favor by reason of the type identified in clause (e) fact that he, she or it is or was a Manager, Member, employee or trustee of the definition Company or is or was an Affiliate of Indemnitee a Manager, Member, employee or trustee of the Company against expenses (including attorneys’ fees) actually and reasonably incurred by such Person in connection with the defense, settlement or appeal of such action or suit if such Person acted in good faith and in a manner such Person reasonably believed to be or not opposed to the best interests of the Company, except that the indemnification is recoverable only out of the assets of the Company and not from the Members and that no indemnification shall be secondary to made in respect of any and all indemnification claim, issue or matter as to which such Indemnitee is entitled from Person shall have been adjudicated to be liable for negligence or misconduct in the relevant other Person (including any payment made performance of his, her or its duty to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), Company unless and will only be paid to the extent that the Primary Indemnification court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper. Notwithstanding anything to the contrary in Section 6.3B hereof, the Company shall not paid and/or does not provide coverage indemnify any Person for losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities law by such Person unless one or more of the following conditions are met: (e.g.i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to such Person, (ii) the claims have been dismissed with prejudice on the merits by a self-insured retention amount court of competent jurisdiction as to such Person, or (iii) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and the published opinions of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. C. Any indemnification under an insurance policy)Sections 6.3.A or 6.3.B hereof (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that the indemnification of the Person in question is proper in the circumstances because that Person has met the applicable standards of conduct set forth in Sections 6.3.A or 6.3.B hereof. No Such determination shall be made by Inland Parent. D. To the extent that any Person referred to in Sections 6.3.A or 6.3.B hereof has been successful on the merits or otherwise in defense of any action, suit, proceeding or investigation, or any appeal or in defense of any claim, issue or matter therein, or on appeal from any such proceeding, action, suit, claim or matter, such Person shall be indemnified against all expenses (including attorney’s fees) incurred in connection therewith. E. Expenses incurred in any action, suit, proceeding or investigation or any appeal therefrom may be paid by the Company in advance of the final disposition of such matter, as authorized by the Manager, only if all of the following conditions are satisfied: (i) the Person seeking payment delivers an acceptable undertaking by or on behalf of such Person to repay such amount (together with the applicable legal rate of interest thereon) if it shall ultimately be determined that such Person is not entitled to contribution indemnification; (ii) the legal action relates to acts or indemnification from omissions with respect to the performance of duties or subrogation against services by the Person, for or on behalf of the Company. ; and (iii) the legal action is initiated by a third party who is not a Member acting in his or her capacity as such and a court of competent jurisdiction specifically approves advancement. F. The indemnification of provided by this Section 6.3 shall not be deemed exclusive of, and shall not affect, any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment rights to which such Indemnitee is any Person seeking indemnification may be entitled from under any relevant insurance policy issued law, agreement, or otherwise, and shall continue and inure to or for the benefit of the heirs, executors and administrators of such a Person. G. The Company may purchase and maintain insurance on behalf of any Person who is or was a Manager, Member, employee or trustee of the Company against any Indemniteeliability asserted against such Person and incurred by him, her or it in any such capacity, or arising out of his, her or its status as such, whether or not the Company would have the power to indemnify such Person against any such liability under the provisions of this Section. Such insurance may include “tail” coverage for periods after termination of service in such capacity or after liquidation, merger, consolidation or other change in the Company. H. The Company may, at its cost and expense, defend with counsel of the Company’s choice or approval, 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 or investigation, whether civil, criminal or administrative, and whether external or internal to the Company by reason of the fact that he, she or it was acting in any capacity described in Sections 6.3.A or 6.3.B hereof if he, she or it acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company and with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful.

Exculpation and Indemnification. Notwithstanding (a) The Company shall indemnify, defend and hold harmless the Trading Advisor and its affiliates and their respective directors, officers, shareholders, employees and controlling persons (collectively, “Advisor Indemnified Parties”) from and against any and all losses, claims, damages, liabilities (joint and several), costs and expenses (including, without limitation, any investigatory, legal and other provision costs and expenses incurred in connection with, and any amounts paid in, any settlement) (“Losses”) resulting from or relating to a demand, claim, lawsuit, action or proceeding (whether arising between the parties hereto or otherwise and whether initiated by one of this Agreementthe parties hereto or otherwise) relating to or arising out of any of such person’s actions, whether express inactions or implied, capacities relating to the fullest extent permitted by law, no Indemnitee shall be liable to business or activities of the Company or any Member for any act or omission in relation pursuant to the Company or this Agreement or any transaction otherwise relating to the Trading Advisor’s engagement hereunder or the provision of its services as contemplated hereby taken (including, without limitation, Losses relating to any give-up arrangement, including any reverse give-up, entered into by the Company); provided that the conduct of such Advisor Indemnified Party which was the subject of the demand, claim, lawsuit, action or omitted proceeding (i) did not (as determined by an Indemnitee unless a court of competent jurisdiction) constitute gross negligence, willful misconduct or a material breach of this Agreement and (ii) was not done in good faith and in a manner such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or hereafter person reasonably believed to be amended (but in the case best interests of any such amendment, only the Company. If and to the extent a court of competent jurisdiction determines that such amendment permits the Company an Advisor Indemnified Party is not entitled to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment)indemnity hereunder, the Company shall indemnify be entitled to recover from such Advisor Indemnified Party any Indemnitee who expenses paid by the Company to such Advisor Indemnified Party hereunder in connection therewith. The termination of any demand, claim, lawsuit, action or proceeding by settlement shall not, in itself, create a presumption that the conduct in question was or is made or is threatened not undertaken in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company. In no event shall the Trading Advisor have any liability whatsoever for any actions of the Manager. (b) The Trading Advisor shall indemnify, defend and hold harmless the Company, the Manager, their respective affiliates and their respective directors, officers, shareholders, employees and controlling persons (collectively, “Manager Indemnified Parties” and together with Advisor Indemnified Parties, the “Indemnified Parties”) from and against any and all Losses resulting from or relating to a demand, claim, lawsuit, action or proceeding (whether arising between the parties hereto or otherwise and whether initiated by one of the parties hereto or otherwise) relating to or arising out of any action or omission of the Trading Advisor or any of its respective officers, directors or employees relating to the business or activities of such person under this Agreement or relating to the management of an account of the Company, provided that the action or omission of such person which was the subject of the demand, claim, lawsuit, action or proceeding constituted gross negligence or willful misconduct or a material breach of this Agreement or 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 the Company. (c) The foregoing agreement of indemnity shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to an Indemnified Party. (d) In the event that a person entitled to indemnification under this Section 13 is made a party to or is otherwise involved in any threatened, pending or completed an action, suit or proceeding (brought alleging both matters for which indemnification may be due hereunder and matters for which indemnification may not be due hereunder, such person shall be indemnified only in the right respect of the Company former matters. (e) Promptly after receipt of notice of any third party action, arbitration, claim, demand, dispute, investigation, lawsuit or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal other proceeding (hereinafter each a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted the Indemnified Party shall notify the applicable indemnifying party in writing if a claim is to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appealsmade under this Agreement; provided that such Indemnitee the failure to notify the applicable indemnifying party shall not be entitled relieve it from any liability which the applicable indemnifying party may have to indemnification hereunder ifthe Indemnified Party under this Section 13 or from any obligation or liability which it may have to the Indemnified Party otherwise than under this Section 13, but except and only to the extent thatthat the Indemnified Party’s failure to give such notice actually and materially prejudices the rights of the applicable indemnifying party. The applicable indemnifying party shall be entitled to assume the defense of any Proceeding with the assistance of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to retain its own counsel, but, subject to Section 13(f) the fees and expenses of such Indemniteecounsel shall be at the Indemnified Party’s own expense. (f) Until the applicable indemnifying party assumes the defense, or in the event that (i) the applicable indemnifying party fails to diligently conduct constituted fraudthe defense of the Proceeding, bad (ii) the Indemnified Party reasonably determines upon advice of counsel that its interests are or may be adverse, in whole or in part, to the interests of the applicable indemnifying party or that there may be legal defenses available to the Indemnified Party which are or may be different from, in addition to, or inconsistent with the defenses available to the applicable indemnifying party, or (iii) the applicable indemnifying party and the Indemnified Party so agree, the Indemnified Party shall have the right to conduct the defense of such claim in good faith and to compromise and settle the claim with the prior consent of the applicable indemnifying party (such consent not to be unreasonably withheld or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(cdelayed), and the Company applicable indemnifying party will be liable for all costs, expenses, settlement amounts or other Losses actually paid or incurred by the Indemnified Party in connection therewith, subject to and in accordance with Sections 13(a) and (b), as applicable. In such event, the applicable indemnifying party shall promptly advance to any Indemnified Party reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any such Proceeding (it being understood, however, that the applicable 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 required designated in writing by the Trading Advisor or the Company, as the case may be). In the event that such an advance is made, the Indemnified Party shall agree (or, if a party hereto, hereby agrees) to indemnify an Indemnitee reimburse the applicable indemnifying party for such fees, costs and expenses to the extent that the court of competent jurisdiction makes the necessary determination that the Indemnified Party was not entitled to indemnification under this Section 13. The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any actionbreach of this Agreement. (g) An indemnifying party shall not settle any Proceeding under this Section 13 without the prior written consent of the Indemnified Party, suit which consent shall not be unreasonably withheld or proceeding delayed. (or part thereofh) IN NO EVENT WILL AN INDEMNIFIED PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR OTHER PECUNIARY LOSS), IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING NEGLIGENCE EVEN IF THE INDEMNIFIED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (i) commenced by such Indemnitee only if The Trading Advisor represents and warrants that neither it nor any affiliate thereof has entered into, on or prior to the commencement of such actiondate hereof, suit any agreement with any advisory client or proceeding (without duplication) any investment fund managed or part thereof) by such Indemnitee was authorized advised by the Managing MemberTrading Advisor or an affiliate that contains provisions that provide for a standard of care or limitation to any indemnification obligations that are more beneficial, and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”)aggregate, and will only be paid to the extent advisory client or the Primary Indemnification is not paid and/or does not provide coverage investment fund than the standard of care or indemnification obligations provided for in this Agreement (e.g., a self-insured retention amount under an insurance policywhere the Trading Advisor is liable for its negligence) (“Indemnity Rights”). No If, after the date hereof, the Trading Advisor enters into an agreement with any advisory client or investment fund managed or advised by the Trading Advisor or an affiliate that provides such Person shall be entitled client or investment fund with more favorable Indemnity Rights, in the aggregate, the Trading Advisor agrees to contribution or indemnification from or subrogation against provide the Company. The indemnification Manager and the Company with notice of any other Indemnitee shallsuch agreement and the terms of such Indemnity Rights, and the Manager and the Company within 30 days’ receipt of such notice, will have the right, but not the obligation, upon written request delivered to the extent not in conflict with Trading Advisor to elect to receive such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit Indemnity Rights (effective as of the Company or any Indemniteedate such Indemnity Rights went into effect pursuant to the applicable agreement).

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. To the fullest extent permitted by law, as the same exists or 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing Member, and (ii) by or in the right of the Company only if the Managing Member has provided its prior written consent. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policy, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any Indemnitee.

Exculpation and Indemnification. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Indemnitee shall be liable to the Company or any Member for any act or omission in relation to the Company or this Agreement or any transaction contemplated hereby taken or omitted by an Indemnitee unless such Indemnitee’s conduct constituted fraud, bad faith fraud or willful misconduct. To the fullest extent permitted by law, as the same exists or as 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), the Company shall indemnify any Indemnitee who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (hereinafter a “Proceeding”), including appeals, by reason of his or her or its status as an Indemnitee or by reason of any action alleged to have been taken or omitted to be taken by Indemnitee in such capacity, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Indemnitee in connection with such action, suit or proceeding, including appeals; provided that such Indemnitee shall not be entitled to indemnification hereunder if, but only to the extent that, such Indemnitee’s conduct constituted fraud, bad faith fraud or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Company shall be required to indemnify an Indemnitee in connection with any action, suit or proceeding (or part thereof) (i) commenced by such Indemnitee only if the commencement of such action, suit or proceeding (or part thereof) by such Indemnitee was authorized by the Managing MemberOpCo Board, which authorization may be provided or withheld in its sole discretion, and (ii) by or in the right of the Company only if the Managing Member OpCo Board has provided its prior written consent, which consent may be provided or withheld in its sole discretion. The indemnification of an Indemnitee of the type identified in clause (e) of the definition of Indemnitee shall be secondary to any and all indemnification to which such Indemnitee is entitled from the relevant other Person (including including, but not limited to, any payment made to such Indemnitee under any insurance policy issued to or for the benefit of such Person or Indemnitee) (the “Primary Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy). No such Person shall be entitled to contribution or indemnification from or subrogation against the Company. The indemnification of any other Indemnitee shall, to the extent not in conflict with such policyPrimary Indemnification, be secondary to any and all payment to which such Indemnitee is entitled from any relevant insurance policy issued to or for the benefit of the Company or any IndemniteeIndemnitee or any other Primary Indemnification.