Common use of Indemnification Clause in Contracts

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. Owner shall, and Owner does hereby agree to, indemnify, defend, and forever hold harmless Manager and Manager's members, directors, officers, and employees from and against any loss (A) The Corporation shall indemnify and hold harmless, except to the fullest extent permitted covered by applicable law as it presently exists insurance carried by Manager or may hereafter be amended, any person who was Owner or is made or is threatened required to be made a party carried by Manager hereunder) which Manager or is otherwise involved in any actionManager's members, suit directors, officers, and employees may suffer or proceedingincur, or which may be asserted against Manager or Manager's members, directors, officers, and employees, whether civilmeritorious or not, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person which arises in connection with a proceeding initiated by the performance of Manager's duties and obligations under the terms of this Agreement, which indemnity shall continue notwithstanding the expiration or earlier termination of this Agreement regarding any occurrence preceding such person only if expiration or termination; provided, however, that in no event shall the proceeding was authorized indemnity provided under this Section extend to any loss caused by the Board gross negligence or willful misconduct of Directors Manager or its agents or employees. Manager shall, and Manager does hereby agree to, indemnify, defend, and forever hold harmless Owner and Owner's members, directors, officers, and employees from and against any loss (except to the extent covered by insurance carried by Manager or Owner or required to be carried by Owner hereunder) which Owner or Owner's members, directors, officers, or employees may suffer or incur, or which may be asserted against Owner or Owner's members, directors, officers, or employees, whether meritorious or not, caused by the gross negligence or willful misconduct of Manager or its agents or employees, or acts by Manager outside of the Corporation. (B) The Corporation scope of authority granted under this Agreement, which indemnity shall pay continue notwithstanding the expenses incurred in defending expiration or earlier termination of this Agreement regarding any proceeding in advance of its final dispositionoccurrence preceding such expiration or termination; provided, PROVIDED, HOWEVERhowever, that in no event shall the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking indemnity provided under this Section extend to any loss caused by the Director gross negligence or officer to repay all amounts advanced if it should be ultimately determined that the Director willful misconduct of Owner or officer is not entitled to be indemnified under this Article its agents or otherwiseemployees. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDEDprovided, HOWEVERhowever, that the -------- ------- payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-By- Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDEDprovided, HOWEVERhowever, that the payment of expenses incurred by a Director or officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDEDprovided, HOWEVERhowever, that the -------- ------- payment of expenses incurred by a Director or officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-By- Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDEDprovided, HOWEVERhowever, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-By- Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to To the fullest extent permitted by applicable law as it presently exists law, the Company shall indemnify the Employee and hold him or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceedingher harmless from all liability and claims, whether civil, criminal, administrative meritorious or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entitynot, including service the cost of defense thereof (including reasonable attorneys’ fees) which have arisen or accrued or which hereafter may arise or accrue and are based upon any act or omission which the Employee has taken or committed or hereafter may take or commit on behalf of or in connection with the Company in his or her official capacity, so long as the following conditions are met with respect to employee benefit planssuch claim or liability: (a) if such action was taken in the exercise of reasonable business judgment and was taken in an area within the scope of responsibility of the Employee, or (b) if not within the scope of the Employee’s responsibility, (i) at the time of such act or omission the Board had knowledge of the facts or circumstances pursuant to which such act was taken or such omission occurred and (ii) no written objection to such act or omission was duly made by the Board. Actions taken by the Employee which are covered by this Agreement specifically include (by way of illustration), but are not limited to, (a) the payment of any salary, bonus or other compensation to any officer, director, or employee, (b) the reimbursement or payment of any expenses incurred by any such officer, director or employee, (c) the making or retention of any investments (including, without limitation, loans) by the Company, or (d) injury claims against the Company or the Employee based on negligence or other alleged tortious actions and which arise in connection with the conduct of the Company’s business. The Employee shall indemnify the Company and hold it harmless from all liability and loss suffered claims, whether meritorious or not, including the cost of the defense thereof (including reasonable attorneys’ fees) which have arisen or accrued or which hereafter may arise or accrue and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if are based upon acts taken without the proceeding was authorized by consent or approval of the Board of Directors of the CorporationCompany and which represent the Employee’s deliberate malfeasance or gross negligence. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director or officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. Each of the Trustee and --------------- each of its employees and agents (Aeach an "Indemnified Person" and collectively, the "Indemnified Persons") shall be indemnified out of all Trust Assets against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and all costs and expenses, including, but not limited to, reasonable counsel fees and disbursements paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding by the Indemnified Persons in connection with the defense or disposition of any action, suit or other proceeding by the Trust or any other Person, whether civil or criminal, in which the Indemnified Person may be involved or with which the Indemnified Person may be threatened while in office or thereafter, by reason of its or his being or having been such a Trustee, employee or agent; provided, however, that the Indemnified Person shall not be entitled to such indemnification in respect of any matter as to which the Indemnified Person shall have been adjudicated to have acted in bad faith or with willful misfeasance or in reckless disregard of the Indemnified Person's duties. The Corporation rights accruing to any Indemnified Person under these provisions shall indemnify and hold harmlessnot exclude any other right to which the Indemnified Person may be lawfully entitled. The Trustee may make advance payments in connection with indemnification under this Section, provided that the Indemnified Person shall have given a written undertaking to repay any amount advanced to the fullest extent permitted Indemnified Person and to reimburse the Trust in the event it is subsequently determined in a final adjudication by applicable a court of law that the Indemnified Person is not entitled to such indemnification. The Trustee may purchase such insurance as it presently exists believes, in the exercise of its discretion, adequately insures that each Indemnified Person shall be indemnified against any such loss, liability or damage pursuant to this Section. The rights accruing to any Indemnified Person by reason of the foregoing shall not be deemed to exclude any other right to which he may legally be entitled nor shall anything else contained herein restrict the right of the Trustee to indemnify or reimburse such Indemnified Person in any proper case even though not specifically provided for herein, nor shall anything contained herein restrict the right of any such Indemnified Person to contribution under applicable law. As security for the timely and full payment and satisfaction of all of the present and future obligations of the parties to the Trustee under this Agreement, including without limitation the indemnity obligations hereunder, whether joint or several, the Trust (and by accepting distributions hereunder, each Beneficiary) hereby grants to the Trustee a continuing security interest in and to any and all of the Trust Assets, whether now existing or hereafter be amendedacquired or created, together with the products and proceeds thereof, all payments and other distributions with respect thereto, and any person who was and all investments, renewals, substitutions, modifications and extensions of any and all of the foregoing. The Trustee shall have all of the rights and remedies of a secured party under the Uniform Commercial Code. In addition, in the event the Trustee has not received any payment, indemnity, reimbursement or other amount due it under this Agreement, then, notwithstanding any other term or provision of this Agreement, the Trustee may in its discretion set off and apply any of the Trust Assets as is made required to pay and satisfy those obligations. Promptly after the receipt by the Trustee of notice of any demand or is threatened to be made a party claim or is otherwise involved in the commencement of any action, suit or proceeding, whether civilthe Trustee shall, criminal, administrative or investigative (if a "proceeding") by reason claim in respect thereof is to be made against any of the fact that heother parties hereto, notify such other parties thereof in writing; but the failure by the Trustee to give such notice shall not relieve any party from any liability which such party may have to the Trustee hereunder. Notwithstanding any obligation to make payments and deliveries hereunder, the Trustee may retain and hold for such time as it reasonably deems necessary such amount of the Trust Assets as it shall from time to time in its sole discretion reasonably deem sufficient to indemnify itself for any such loss or expense and for any amounts due it hereunder. Except as required by law or as expressly provided herein, the Trustee shall be under no duty to institute any suit, or to take any remedial procedures under this Liquidating Trust Agreement, or to enter any appearance or in any way defend any suit in which it may be made a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding defendant hereunder until it shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwiseas provided above, except as expressly set forth herein. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. The Trustee and each of its employees and agents (Aeach an "Indemnified Person" and collectively, the "Indemnified Persons") shall be indemnified out of all Trust Assets against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and all costs and expenses, including, but not limited to, reasonable counsel fees and disbursements paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding by the Indemnified Persons in connection with the defense or disposition of any action, suit or other proceeding by the Trust or any other Person, whether civil or criminal, in which the Indemnified Person may be involved or with which the Indemnified Person may be threatened while in office or thereafter, by reason of its or his being or having been such a Trustee, employee or agent; provided, however, that the Indemnified Person shall not be entitled to such indemnification in respect of any matter as to which the Indemnified Person shall have been adjudicated to have acted in bad faith or with willful misfeasance or in reckless disregard of the Indemnified Person’s duties. The Corporation rights accruing to any Indemnified Person under these provisions shall indemnify and hold harmlessnot exclude any other right to which the Indemnified Person may be lawfully entitled. The Trustee may make advance payments in connection with indemnification under this Section, provided that the Indemnified Person shall have given a written undertaking to repay any amount advanced to the fullest extent permitted Indemnified Person and to reimburse the Trust in the event it is subsequently determined in a final adjudication by applicable a court of law that the Indemnified Person is not entitled to such indemnification. The Trustee may purchase such insurance as it presently exists believes, in the exercise of its discretion, adequately insures that each Indemnified Person shall be indemnified against any such loss, liability or damage pursuant to this Section. The rights accruing to any Indemnified Person by reason of the foregoing shall not be deemed to exclude any other right to which he may legally be entitled nor shall anything else contained herein restrict the right of the Trustee to indemnify or reimburse such Indemnified Person in any proper case even though not specifically provided for herein, nor shall anything contained herein restrict the right of any such Indemnified Person to contribution under applicable law. As security for the timely and full payment and satisfaction of all of the present and future obligations of the parties to the Trustee under this Agreement, including without limitation the indemnity obligations hereunder, whether joint or several, the Trust (and by accepting distributions hereunder, each Beneficiary) hereby grants to the Trustee a continuing security interest in and to any and all of the Trust Assets, whether now existing or hereafter be amendedacquired or created, together with the products and proceeds thereof, all payments and other distributions with respect thereto, and any person who was and all investments, renewals, substitutions, modifications and extensions of any and all of the foregoing. The Trustee shall have all of the rights and remedies of a secured party under the Uniform Commercial Code. In addition, in the event the Trustee has not received any payment, indemnity, reimbursement or other amount due it under this Agreement, then, notwithstanding any other term or provision of this Agreement, the Trustee may in its discretion set off and apply any of the Trust Assets as is made required to pay and satisfy those obligations. Promptly after the receipt by the Trustee of notice of any demand or is threatened to be made a party claim or is otherwise involved in the commencement of any action, suit or proceeding, whether civilthe Trustee shall, criminal, administrative or investigative (if a "proceeding") by reason claim in respect thereof is to be made against any of the fact that heother parties hereto, notify such other parties thereof in writing; but the failure by the Trustee to give such notice shall not relieve any party from any liability which such party may have to the Trustee hereunder. Notwithstanding any obligation to make payments and deliveries hereunder, the Trustee may retain and hold for such time as it reasonably deems necessary such amount of the Trust Assets as it shall from time to time in its sole discretion reasonably deem sufficient to indemnify itself for any such loss or expense and for any amounts due it hereunder. Except as required by law or as expressly provided herein, the Trustee shall be under no duty to institute any suit, or to take any remedial procedures under this Agreement, or to enter any appearance or in any way defend any suit in which it may be made a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding defendant hereunder until it shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwiseas provided above, except as expressly set forth herein. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (Aa) The Corporation In accordance with the provisions of subsection (b) of this Section 1, the Company shall hold harmless and indemnify the Indemnitee against any and hold harmlessall reasonable expenses, to the fullest extent permitted by applicable law as it presently exists liabilities and losses (including, without limitation, investigation expenses and expert witnesses' and attorneys' fees and expenses, judgments, penalties, fines, ERISA excise taxes and amounts paid or may hereafter be amended, any person who was or is made or is threatened to be made a party paid in settlement) actually incurred by the Indemnitee (net of any related insurance proceeds or is otherwise involved other amounts received by the Indemnitee or paid by or on behalf of the Company on the Indemnitee's behalf), in connection with any action, suit suit, arbitration or proceeding (or any inquiry or investigation, whether brought by or in the right of the Company or otherwise, that the Indemnitee in good faith believes might lead to the institution of any such action, suit, arbitration or proceeding), whether civil, criminal, administrative or investigative investigative, or any appeal therefrom, in which the Indemnitee is a party, is threatened to be made a party, is a witness or is participating (a "proceedingProceeding") based upon, arising from, relating to or by reason of the fact that heIndemnitee is, was, shall be or shall have been a person for whom he is the legal representative, is or was a director, officer, employee or agent director and/or officer of the Corporation Company or is or was serving serving, shall serve, or shall have served at the request of the Corporation Board of Directors of the Company as a director, officer, employeepartner, fiduciary trustee, employee or agent ("Affiliate Indemnitee") of another foreign or domestic corporation or of a non-profit corporation, cooperative, partnership, joint venture, trust, other incorporated or unincorporated enterprise or non-profit entityemployee benefit plan (each, including service a "Company Affiliate"). (b) In providing the foregoing indemnification, the Company shall, with respect to employee benefit plansa Proceeding, against all liability hold harmless and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized Indemnitee to the fullest extent required by the Board of Directors Maryland Statute and to the fullest extent permitted by the Express Permitted Indemnification Provisions (as hereinafter defined) of the Corporation. (B) The Corporation shall pay Maryland Statute. For purposes of this Agreement, the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance "Express Permitted Indemnification Provisions" of the final disposition Maryland Statute shall mean indemnification as permitted by Section 2-418(b) of the proceeding shall be made only upon receipt Maryland Statute or by any amendment thereof or other statuary provisions expressly permitting such indemnification which is adopted after the date hereof (but, in the case of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled amendment, only to the requested extent that such amendment permits the Company to provide broader indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have than said law required or hereafter acquire under any statute, provision of permitted the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring Company to provide prior to the time of such repeal or modificationamendment).

Indemnification. (A) The Corporation THE COMPANY SHALL, TO THE FULL EXTENT PERMITTED BY LAW, INDEMNIFY AND HOLD HARMLESS EXECUTIVE FROM AND AGAINST ANY AND ALL LIABILITY, COSTS AND DAMAGES ARISING FROM HIS SERVICE AS AN EMPLOYEE, OFFICER OR DIRECTOR OF THE COMPANY OR ITS AFFILIATES, SPECIFICALLY INCLUDING LIABILITY, COSTS AND DAMAGES THAT ARISE IN WHOLE OR IN PART FROM ANY NEGLIGENCE OR ALLEGED NEGLIGENCE OF EXECUTIVE, EXCEPT, HOWEVER, TO THE EXTENT THAT ANY SUCH LIABILITY, COST OR DAMAGE RESULTED FROM AN ACT OR OMISSION BY EXECUTIVE THAT CONSTITUTES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON HIS PART. Executive shall indemnify also be provided directors’ and hold harmless, officers’ liability insurance and any contractual indemnification provided to Senior Officers at any given time. To the fullest full extent permitted by applicable law as it presently exists or may hereafter be amendedDelaware law, any person who was or is made or is threatened the Company shall retain counsel to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that hedefend Executive, or a person for whom he is the shall advance legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered fees and expenses reasonably incurred to Executive for counsel selected by such person. The Corporation shall indemnify a person Executive, in connection with a any litigation or proceeding initiated by such person only if related to his service as an employee, officer and director of the proceeding was authorized Company or any Affiliate within 20 days after receipt by the Board Company of Directors a written request for such advance. Such request shall include an itemized list of the Corporation. (B) The Corporation shall pay the costs and expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of and an undertaking by the Director or officer Executive to repay all amounts advanced the amount of such advance if it should shall ultimately be ultimately determined that the Director or officer he is not entitled to be indemnified under this Article against such costs and expenses. This Section 24 shall be in addition to, and shall not limit in any way, the rights of Executive to any other indemnification from the Company, as a matter of law, contract or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDEDprovided, HOWEVERhowever, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. State Auto, as provided for in its Amended and Restated Articles of Incorporation and its Amended and Restated Bylaws, shall indemnify Executive to the full extent of the general laws of the State of Ohio, now or hereafter in force, including the advance of expenses under procedures provided by such laws. From the date of a Change of Control, State Auto shall (Aa) The Corporation shall for a period of five years after such Change of Control, provide Executive (including Executive’s heirs, executors and administrators) with coverage under a standard directors’ and officers’ liability insurance policy at State Auto’s expense, and (b) indemnify and hold harmlessharmless Executive, to the fullest extent permitted or authorized by applicable the law of the State of Ohio as it presently exists or may hereafter from time to time be amended, any person who was if Executive is (whether before or is after the Change of Control) made or is threatened to be made a party to any threatened, pending or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") investigative, by reason of the fact that he, or a person for whom he is the legal representative, Executive is or was a director, officerofficer or employee of State Auto or any Subsidiary, employee or agent of the Corporation or is or was serving at the request of the Corporation State Auto or any Subsidiary, as a director, officertrustee, employeeofficer or employee of an insurance company, fiduciary or agent of another corporation or of a corporation, partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personother enterprise. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person provided by this Article X Section 7.1 shall not be deemed exclusive of any other rights to which such person Executive may have be entitled under the charter or hereafter acquire under bylaws of State Auto or of any statuteSubsidiary, provision of the Charter or Act of Incorporation, these By-Laws, any agreement, vote of stockholders shareholders or disinterested Directors directors, or otherwise. (E) Any repeal , both as to action in Executive’s official capacity and as to action in another capacity while holding such office, and shall continue as to Executive after Executive has ceased to be a director, trustee, officer or modification employee and shall inure to the benefit of the foregoing provisions heirs, executors and administrators of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modificationExecutive.

Indemnification. Executive shall be entitled to the protection of any insurance policies that Salem may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding (Aother than any action, suit or proceeding arising under or relating to this Memorandum) The Corporation to which Executive may be made a party by reason of (i) his being or having been a director, officer or Executive of Salem, or (ii) his serving or having served any other enterprise as a director, officer or Executive at the request of Employer or Salem (the duties described in (i) and (ii) hereof are collectively referred to herein as the “Indemnified Duties”). Employer shall indemnify Executive against all costs, charges and hold harmlessexpenses incurred or sustained by him in connection with any action, suit or proceeding to which Executive may be made a party by reason of the Indemnified Duties to the fullest extent permitted by applicable law as it presently exists or may hereafter be amendedlaw, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason effect at the time of the fact that hesubject act or omission, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect and shall advance to employee benefit plans, against all liability and loss suffered Executive reasonable attorneys’ fees and expenses reasonably as such fees and expenses are incurred by (subject to the undertaking from Executive to repay such person. The Corporation advances if it shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred be finally determined by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer judicial decision which is not entitled subject to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving further appeal that the claimant Executive was not entitled to the requested indemnification reimbursement of payment such fees and expenses). Salem covenants to maintain during Executive’s employment for the benefit of expenses under applicable law. Executive (Din his capacity as an officer of Salem) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statuteDirectors’ and Officers’ Insurance providing benefits to Executive no less favorable, provision of taken as a whole, than the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior benefits provided to the time senior executives of Salem by the Directors’ and Officers’ Insurance maintained by Salem on the date hereof; provided, however, that the board of directors of SMG may elect to terminate Directors’ and Officers’ Insurance for all officers and directors, including Executive, if the board of directors of SMG determines in good faith that such repeal insurance is not available or modificationis available only at unreasonable expense.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who If Executive was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceedingProceeding") ), by reason of the fact that he, he or a person for whom he is the legal representative, she is or was a director, officer, an officer or employee or agent of the Company or any of its affiliates, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or is or was serving at may hereafter be amended (but, in the request case of any such amendment, only to the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect extent that such amendment permits the Company to employee benefit plansprovide broader indemnification rights than permitted prior thereto), against all expense, liability and loss suffered (including attorneys' fees, judgments, fines, excise taxes or penalties and expenses amounts paid in settlement) reasonably incurred or suffered by Executive in connection therewith and such person. The Corporation indemnification shall continue as to Executive if he ceases to be an officer or employee and shall inure to the benefit of Executive's heirs, executors and administrators; provided, however, that the Company shall indemnify a person Executive in connection with a proceeding (or part thereof) initiated by such person Executive only if the proceeding such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. (B) Company. The Corporation right to indemnification conferred in this paragraph shall include the obligation of the Company to pay the expenses incurred in defending any such proceeding in advance of its final dispositiondisposition (an "Advance of Expenses"); provided, PROVIDEDhowever, HOWEVERthat, if and to the extent that the payment Delaware General Corporation Law requires, an Advance of expenses Expenses incurred by a Director officer Executive in his capacity as a Director an officer or officer in advance of the final disposition of the proceeding employee shall be made only upon receipt delivery to the Company of an undertaking undertaking, by the Director or officer on behalf of Executive, to repay all amounts so advanced if it should shall ultimately be ultimately determined by final judicial decision from which there is no further right to appeal that the Director or officer Executive is not entitled to be indemnified for such expenses under this Article paragraph or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (Aa) The Corporation Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently currently exists or may hereafter be amended, any person (an “Indemnitee”) who was or is made or is threatened to be made a party party, is involved as a person called upon to give evidence or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "“proceeding") ”), by reason of the fact that he, he or a person for whom he is the legal representative, she is or was a directorMember or Manager or, officerwhile a Member or Manager, employee or agent of the Corporation or is or was serving at the request of the Corporation Company as a member, manager, director, officer, employee, fiduciary employee or agent of another corporation limited liability company or of a corporation, partnership, joint venture, trust, enterprise or non-profit nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such personIndemnitee. The Corporation Notwithstanding the preceding sentence, except as otherwise provided in clause (c) of this Section 5.2, the Company shall be required to indemnify a person Indemnitee in connection with a proceeding initiated (or part thereof) commenced by such person Indemnitee as claimant only if the commencement of such proceeding (or part thereof) by the Indemnitee was authorized in the specific case by the Board of Directors Members or Managers of the CorporationCompany. (Bb) The Corporation Company shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an Indemnitee in defending connection with any proceeding in advance of its final disposition; provided, PROVIDEDhowever, HOWEVERthat, that to the extent required by law, in the case of an Indemnitee who is a defendant in a proceeding such payment of expenses incurred by a Director officer in his capacity as a Director or officer shall be made in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer Indemnitee to repay all amounts advanced if it should be ultimately determined that the Director or officer Indemnitee is not entitled to be indemnified under this Article Section 5.2 or otherwise. (Cc) If a claim for indemnification (following the final disposition of such action, suit or payment proceeding) or advancement of expenses, expenses under this Article X Section 5.2 is not paid in full within ninety 30 days after a written claim therefor by the Indemnitee has been received by the Corporation Company, the claimant Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation Company shall have the burden of proving that the claimant was Indemnitee is not entitled to the requested indemnification of payment or advancement of expenses under applicable law. (Dd) The rights conferred on any person Indemnitee by this Article X Section 5.2 shall not be exclusive of any other rights which such person Indemnitee may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders Members or Managers or disinterested Directors Members or Managers or otherwise. (Ee) The Company may purchase and maintain insurance, at its expense, to protect itself, and any person who is or was serving as a Member or Manager of the Company, against any expense, liability, or loss, whether or not the Company would have the power to indemnify such person against such expense, liability, or loss under this Section 5.2. (f) The Company’s obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at its request as a member, manager, director, officer, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such other limited liability company or of a corporation, partnership, joint venture, trust, enterprise or nonprofit entity. (g) Any repeal or modification of the foregoing provisions of this Article X Section 5.2 shall not adversely affect any right or protection hereunder of any person Indemnitee in respect of any act or omission occurring prior to the time of such repeal or modification. (h) This Section 5.2 shall not limit the right of the Company, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Indemnitees when and as appropriately authorized. (i) If any provision of this Section 5.2 shall be found in any proceeding to be unenforceable for any reason, the enforceability of the remaining provisions hereof or of such provisions in other proceedings, shall not be affected and shall be enforced to the fullest extent not prohibited by law.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest full extent permitted by applicable law as it presently exists or may hereafter be amendedby, and in the manner permissible under, the laws of the State of Delaware any person who was made, or is made or is threatened to be made made, a party or is otherwise involved in any action, suit to an action or proceeding, whether criminal, civil, criminal, administrative or investigative (a "proceeding") investigative, by reason of the fact that hesuch person, his testator or a person for whom he is the legal representative, intestate is or was a director, officer, employee or agent director of the Corporation or is any predecessor of the Corporation or was serving served any other enterprise as a director or officer at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors any predecessor of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses . Expenses incurred by a Director officer director of the Corporation in his capacity defending a civil or criminal action, suit or proceeding by reason of the fact that such director is or was a director of the Corporation (or was serving at the Corporation's request as a Director director or officer of another corporation) shall be paid by the Corporation in advance of the final disposition of the such action, suit or proceeding shall be made only upon receipt of an undertaking by the Director or officer on behalf of such director to repay all amounts advanced such amount if it should shall ultimately be ultimately determined that the Director or officer such director is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person as authorized by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision relevant sections of the Charter or Act General Corporation Law of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the Delaware. The foregoing provisions of this Article X VII shall be deemed to be a contract between the Corporation and each director who serves in such capacity at any time while this Bylaw is in effect, and any repeal or modification thereof shall not adversely affect any right rights or protection hereunder obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The Board of Directors in its discretion shall have power on behalf of the Corporation to indemnify any person, other than a director, made a party to any action, suit or proceeding by reason of the fact that such person, his testator or intestate, is or was an officer or employee of the Corporation. The foregoing rights of indemnification shall not be deemed exclusive of any person in respect other right to which any director may be entitled apart from the provisions of any act or omission occurring prior to the time of such repeal or modificationthis Article VII.

Indemnification. (A) The Corporation Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who Executive if he was or is made a party or is threatened to be made a party to any threatened, pending or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"including, without limitation, an action by or in the right of the Company) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation Company, or is or was serving at the request of the Corporation Company as a director, trustee, officer, employee, fiduciary partner, joint venturer or agent of another corporation or of a corporation, partnership, joint venture, trusttrust or other enterprise, enterprise against expenses (including attorneys' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or non-profit entityproceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, including service and, with respect to employee benefit plansany criminal action, against all liability suit or proceeding, had no reasonable cause to believe his conduct was unlawful. No indemnification shall be made in respect of any derivative claim, issue or matter as to which Executive shall have been adjudged to be liable to the Company unless, and loss suffered and expenses reasonably incurred by only to the extent that, the court in which such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the action, suit or proceeding was authorized by brought shall determine upon application that, despite the Board adjudication of Directors liability, but in view of all the circumstances of the Corporation. case, Executive is fairly and reasonably entitled to indemnity for such expenses. Expenses (Bincluding reasonable attorneys' fees and expenses) The Corporation shall pay the expenses incurred in defending any civil or criminal action, suit or proceeding referred to in advance of its final disposition, PROVIDED, HOWEVER, that this Section shall be paid by the payment of expenses incurred by a Director officer in his capacity as a Director or officer Company in advance of the final disposition of the such action, suit or proceeding shall be made only upon receipt of an undertaking by the Director or officer on behalf of Executive to repay all amounts advanced if such amount, unless it should shall ultimately be ultimately determined that the Director or officer he is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful Company as authorized in whole or in part, shall be entitled to be paid the expense of prosecuting such claimthis Section. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested The indemnification of payment of expenses under applicable law. (D) The rights conferred on any person provided by this Article X Section shall not be deemed exclusive of any other rights to which such person Executive may have be entitled under the common law, the Ohio corporate law or hereafter acquire under any statute, provision the charter documents of the Charter Company or Act of Incorporation, these By-Laws, any agreement, vote of stockholders its shareholders or disinterested Directors directors, or otherwise, both as to action in his official capacity or as to action in another capacity while holding such office. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to To the fullest extent permitted by applicable law as it presently exists law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts (including reasonable attorneys' fees) arising from any and all actions, suits or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceedingproceedings, whether civil, criminal, administrative or investigative ("Claims"), in which the Covered Person may be involved, or threatened to be involved, as a "proceeding") party or otherwise, by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent its management of the Corporation or is or was serving at the request affairs of the Corporation as a directorCompany or which relates to or arises out of the Company or its property, officer, employee, fiduciary business or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service affairs. A Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to employee benefit plans(i) any Claim with respect to which such Covered Person has engaged in fraud, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such person only if the proceeding Covered Person unless such Claim (or part thereof) (A) was authorized by the Board of Directors of the Corporation. brought to enforce such Covered Person's rights to indemnification hereunder or (B) The Corporation was authorized or consented to by the Member. Whenever any claim shall pay arise for indemnification, the expenses Covered Person shall notify the Company of the Claim and, when known, the facts constituting the basis for such Claim and the amount or estimate of the amount of the liability arising from such Claim. Within 45 days of receipt of notice by the Company of a Claim by the Covered Person, the Company shall satisfy such Claim by the payment of cash to the Indemnified Persons for the full amount of such Claim. Expenses incurred by a Covered Person in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that Claim shall be paid by the payment of expenses incurred by a Director officer in his capacity as a Director or officer Company in advance of the final disposition of the proceeding shall be made only such Claim upon receipt by the Company of an undertaking by the Director or officer on behalf of such Covered Person to repay all amounts advanced such amount if it should shall be ultimately determined that the Director or officer such Covered Person is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person Company as authorized by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwiseSection 10.2. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) 6.1 The Corporation shall indemnify and hold harmlessCompany shall, to the fullest maximum extent permitted not prohibited by applicable law as it presently exists law, indemnify the Executive if he is made, or may hereafter be amended, any person who was or is made or is threatened to be made made, a party to any threatened, pending or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative or investigative investigative, including an action by or in the right of the Company to procure a judgment in its favor (collectively, a "proceedingProceeding") ), by reason of the fact that he, or a person for whom he is the legal representative, Executive is or was a director, officer, employee director or agent officer of the Corporation Company, or is or was serving in any capacity at the request of the Corporation as a directorCompany for any other corporation, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plansplan or other enterprise, against all liability judgments, fines, penalties, excise taxes, amounts paid in settlement and loss suffered costs, charges and expenses reasonably (including attorneys' fees and disbursements) paid or incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by any such person only if the proceeding was authorized by the Board of Directors of the CorporationProceeding. (B) 6.2 The Corporation shall pay Company shall, from time to time, reimburse or advance to the expenses Executive the funds necessary for payment of expenses, including attorneys' fees and disbursements, incurred in defending connection with any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer Proceeding in advance of the final disposition of such Proceeding; provided, however, that, if required by the proceeding shall Texas Business Corporation Act, such expenses incurred by or on behalf of the Executive may be made paid in advance of the final disposition of a Proceeding only upon receipt by the Company of an undertaking undertaking, by or on behalf of the Director or officer Executive, to repay all amounts any such amount so advanced if it should shall ultimately be ultimately determined by final judicial decision from which there is no further right of appeal that the Director or officer Executive is not entitled to be indemnified under this Article or otherwisefor such expenses. (C) If a claim for 6.3 The right to indemnification and reimbursement or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment advancement of expenses under applicable law. (D) The rights conferred on any person by provided by, or granted pursuant to, this Article X Section 6 shall not be deemed exclusive of any other rights which such person the Executive may have now or hereafter acquire have under any statutelaw, provision of the Charter or Act of Incorporation, these By-Lawsby law, agreement, vote of stockholders or disinterested Directors directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (E) Any repeal 6.4 The right to indemnification and reimbursement or modification advancement of expenses provided by, or granted pursuant to, this Section 6 shall continue as to the Executive after he has ceased to be a director, officer or employee of the foregoing provisions Company and shall inure to the benefit of the heirs, executors and administrators of the Executive's estate. 6.5 The Company shall purchase and maintain director and officer liability insurance on such terms and providing such coverage as the Board determines is appropriate, and the Executive shall be covered by such insurance on the same basis as the other directors and executive officers of the Company. 6.6 The right to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article X Section 6 shall be enforceable by the Executive in any court of competent jurisdiction. The burden of proving that such indemnification or reimbursement or advancement of expenses is not adversely affect any right appropriate shall be on the Company. Neither the failure of the Company (including its board of directors, independent legal counsel, or protection hereunder of any person in respect of any act or omission occurring its stockholders) to have made a determination prior to the commencement of such action that such indemnification or reimbursement or advancement of expenses is proper in the circumstances nor an actual determination by the Company (including its board of directors, independent legal counsel, or its stockholders) that the Executive is not entitled to such indemnification or reimbursement or advancement of expenses shall constitute a defense to the action or create a presumption that the Executive is not so entitled. The Executive shall also be indemnified for any expenses incurred in connection with successfully establishing his right to such indemnification or reimbursement or advancement of expenses, in whole or in part, in any such proceeding. 6.7 If the Executive serves (i) another corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company, or (ii) any employee benefit plan of the Company or any corporation referred to in clause (i), in any capacity, then he shall be deemed to be doing so at the request of the Company. 6.8 The right to indemnification or reimbursement or advancement of expenses shall be interpreted on the basis of the applicable law in effect at the time of such repeal the occurrence of the event or modificationevents giving rise to the applicable Proceeding.

Indemnification. (Aa) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or If Executive is made a party or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a "proceeding") ), by reason of the fact that he, he or a person for whom he is the legal representative, she is or was a director, officer, employee director or agent an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary employee or agent of another corporation or of a partnership, joint venture, trust, enterprise trust or non-profit entityother enterprise, including service with respect to an employee benefit plansplan (hereinafter, a "Covered Person"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, against all expense, liability and loss suffered (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and expenses amounts paid in settlement) reasonably incurred or suffered by such person. The Covered Person in connection therewith; provided, however, that, except as provided in Section 24(c) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify a person any such Covered Person in connection with a proceeding (or part thereof) initiated by such person Covered Person only if the such proceeding (or part thereof) was authorized by the Board of Directors of the CorporationBoard. (Bb) The Corporation shall pay the expenses (including attorneys' fees) incurred by Executive in defending any such proceeding in advance of its final dispositiondisposition (hereinafter, PROVIDEDan "advancement of expenses"), HOWEVERprovided, that however, that, if the payment Delaware General Corporation Law so requires, an advancement of expenses incurred by a Director officer Executive in his or her capacity as a Director or officer in advance of the final disposition of the proceeding such shall be made only upon receipt delivery to the Corporation of an undertaking (hereinafter, an "Undertaking"), by the Director or officer on behalf of such Executive, to repay all amounts so advanced if it should shall ultimately be ultimately determined by final judicial decision from which there is no further right to appeal (hereinafter, a "Final Adjudication") that the Director or officer is Executive was not entitled to be indemnified for such expenses under this Article Section 24 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Subsections 24(a) and (b) hereof shall be contract rights and such rights shall continue even after Executive ceases to be employed by the Company and shall inure to the benefit of Executive’s heirs, executors and administrators. (Cc) If a claim for indemnification under Section 24(a) or payment of expenses, under this Article X (b) hereof is not paid in full by the Company within ninety sixty (60) days after a written claim therefor therefore has been received by the Corporation Company, except in the claimant case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, Executive may file at any time thereafter bring suit against the Company to recover the unpaid amount of such claim and, if the claim. If Executive is successful in whole or in partpart in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an Undertaking, Executive shall be entitled to be paid also the expense of prosecuting or defending such claimsuit. In (i) any suit brought by Executive to enforce a right to indemnification hereunder (but not in a suit brought by Executive to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that, Executive has not met the applicable standard for indemnification set forth in the Delaware General Corporation Law. To the fullest extent permitted by law, neither the failure of the Company (including its disinterested directors, committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of Executive is proper in the circumstances because the Executive has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company (including its disinterested directors, committee thereof, independent legal counsel or its stockholders) that Executive has not met such applicable standard of conduct, shall create a presumption that Executive has not met the applicable standard of conduct or, in the case of such a suit brought by Executive, be a defense to such suit. In any such action suit brought by Executive to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation shall have Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the claimant was Executive is not entitled to be indemnified, or to such advancement of expenses, under this Section 24 or otherwise shall, to the requested indemnification of payment of expenses under applicable extent permitted by law, be on the Company. (Dd) The rights to indemnification and to the advancement of expenses conferred on any person by in this Article X Section 24 shall not be exclusive of any other rights right of indemnification which such Executive or any other person may have or hereafter acquire under by any statute, provision the Corporation's Certificate of the Charter Incorporation or Act of Incorporation, these By-LawsBylaws, agreement, vote of stockholders or disinterested Directors directors or otherwise. (Ee) Any repeal The Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or modification agent of the foregoing provisions of this Article X shall Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not adversely affect any right the Company would have the power to indemnify such person against such expense, liability or protection hereunder of any person in respect of any act or omission occurring prior to loss under the time of such repeal or modificationDelaware General Corporation Law.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to a. AMS agrees that if the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or Employee is made or a party, or, is threatened to be made a party or is otherwise involved in party, to any action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative (a "proceeding") “Proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officerofficer or employee of AMS, employee or agent of the Corporation or is or was serving at the request of the Corporation AMS as a director, officer, employeemember, fiduciary employee or agent of another corporation or of a corporation, partnership, joint venture, trust, enterprise trust or non-profit entityother enterprise, including service with respect to employee benefit plans, against whether or not the basis of such Proceeding is the Employee’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Employee shall be indemnified and held harmless by AMS to the fullest extent permitted or authorized by AMS’s certificate of incorporation and by-laws. To the extent consistent with the foregoing, this obligation to indemnify the Employee and hold him harmless shall continue even if he has ceased to be a director, officer, member, employee or agent of AMS or other such entity described above, and shall inure to the benefit of the Employee’s heirs, executors and administrators. AMS shall advance to the Employee all liability and loss suffered reasonable costs and expenses reasonably incurred by such person. The Corporation shall indemnify a person him in connection with a proceeding initiated Proceeding within 20 days after receipt by AMS of a written request for such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation advance. Such request shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of include an undertaking by the Director or officer Employee to repay all amounts advanced the amount of such advance if it should shall ultimately be ultimately determined that the Director or officer Employee is not entitled to be indemnified under this Article or otherwiseagainst such costs and expenses. b. Neither the failure of AMS (Cincluding its Board, independent legal counsel or stockholders) If to have made a claim for indemnification or determination before such Proceeding concerning payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received amounts claimed by the Corporation Employee under subsection a above that indemnification of the claimant may file suit to recover Employee is proper because he has met the unpaid amount applicable standards of conduct, nor a determination by AMS (including its Board, independent legal counsel or stockholders) that the Employee has not met such claim and, if successful in whole or in partapplicable standards of conduct, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving create a presumption that the claimant was Employee has not entitled to met the requested indemnification applicable standards of payment of expenses under applicable lawconduct. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. Without limiting the applicability of Section 5.17 of the Purchase Agreement (A) The Corporation which shall indemnify and hold harmlessremain applicable to Employee in accordance with the provisions thereof), to in the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or event that Employee is made a party or is threatened to be made a party or is otherwise involved in to any action, suit suit, or proceeding, whether civil, criminal, administrative or investigative proceeding (a "proceeding") “Proceeding”), other than any Proceeding initiated by Employee or the Company related to any contest or dispute between Employee and the Company or any of its subsidiaries, by reason of the fact that he, or a person for whom he is the legal representative, Employee is or was a directordirector or officer of, officeror was otherwise acting on behalf of, employee or agent the Company, any Affiliate of the Corporation Company, or is or was serving any other entity at the request of the Corporation as a directorCompany, officerEmployee shall be indemnified and held harmless by the Company, employeeto the maximum extent permitted under applicable law, fiduciary or agent of another corporation or of a partnershipfrom and against any and all liabilities, joint venturecosts, trust, enterprise or non-profit entityclaims and expenses, including service with respect to employee benefit plans, against any and all liability costs and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending defense of any proceeding Proceeding, and all amounts paid in advance settlement thereof after consultation with, and receipt of its final dispositionapproval from, PROVIDEDthe Company, HOWEVERwhich approval shall not be unreasonably withheld, that the payment of conditioned or delayed. Costs and expenses incurred by a Director officer Employee in his capacity as a Director or officer defense of such Proceeding shall be paid by the Company in advance of the final disposition of the proceeding shall be made only such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by the Director or officer on behalf of Employee to repay all the amounts advanced so paid if it should shall ultimately be ultimately determined that the Director or officer Employee is not entitled to be indemnified by the Company under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claimAgreement. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by to indemnification and advancement of costs and expenses provided in this Article X shall Section 5(f) are not and will not be deemed exclusive of any other rights or remedies to which such person Employee may have or hereafter acquire at any time be entitled under any statuteapplicable law, provision the organizational documents of the Charter Company or Act any of Incorporationits subsidiaries, these By-Laws, agreement, vote of stockholders or disinterested Directors any agreement or otherwise, and each such right under this Section 5(f) will be cumulative with all such other rights, if any. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to To the fullest extent permitted by applicable law the indemnification provisions of the laws of the State of Delaware in effect from time to time, and subject to the conditions thereof, the Company shall (A) indemnify the Executive, as it presently exists or an officer of the Company, against all liabilities and reasonable expenses that the Executive may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved incur in any threatened, pending, or completed action, suit or proceeding, whether domestic or abroad, whether civil, criminalcriminal or administrative, administrative or investigative (a "proceeding") by reason of and whether formal or informal, because the fact that he, or a person for whom he is the legal representative, Executive is or was a director, officer, employee or agent an officer of the Corporation Company (or is or was serving serving, at the request of the Corporation Company, as a director, officer, employeetrustee, fiduciary partner, managing member, fiduciary, employee or agent of another corporation or of a partnershipany other entity), joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, and against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if which the proceeding was authorized Executive may be indemnified by the Board of Directors of the Corporation. Company, and (B) The Corporation shall upon submission of appropriate documentation, pay for or reimburse in advance the reasonable expenses incurred or to be incurred by the Executive in defending the defense of any proceeding to which the Executive is a party because the Executive is or was an officer of the Company (or is or was serving, at the request of the Company, as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other entity). The rights of the Executive hereunder and under the Articles of Incorporation and Bylaws of the Company and under the laws of the State of Delaware shall survive the termination of the employment of the Executive by the Company. Unless specifically so provided therein, no amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of the Executive under this Agreement in advance respect of its final dispositionany action taken or omitted by the Executive prior to such amendment, PROVIDEDalteration or repeal. To the extent that a change in the laws of the State of Delaware, HOWEVERwhether by statute or judicial decision, permits greater indemnification than would be afforded currently under the laws of the State of Delaware, it is the intent of the parties hereto that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding Executive shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person enjoy by this Article X shall not Agreement the greater benefits afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other rights which such person may have right or remedy (including under the Articles of Incorporation or Bylaws of the Company), and every other right or remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter acquire existing at law or in equity or otherwise (including under any statute, provision the Articles of Incorporation or Bylaws of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwiseCompany). (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDEDprovided, HOWEVERhowever, -------- ------- that the payment of expenses incurred by a Director or officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (Aa) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“proceeding") ”), by reason of the fact that hehe or she, or a person for of whom he or she is the legal representative, is or was (i) a director or officer of the Company or (ii) serving at the request of the Company as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise trust or non-profit entityother enterprise, including service with respect to employee benefit plans, or person, in each case whether the basis of such proceeding is alleged action in an official capacity as a Director, director, officer, employee or agent or in any other capacity while serving as a Director, director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the New York Business Corporation Law (the “NYBCL”) as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), if the Company were a corporation organized under the NYBCL, against all expense, liability and loss suffered (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement and expenses excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person. The Corporation person in connection therewith and such indemnification shall continue as to a person who has ceased to be a Director, director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in Section 6.02(c), the Company shall indemnify a any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if the such proceeding (or part thereof) was authorized by the Board Board. The right to indemnification conferred in this Section 6.02 shall be a contract right and shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of Directors its final disposition; provided, however, that, if the NYBCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the Corporationfinal disposition of a proceeding shall be made only upon delivery to the Company of an undertaking by or on behalf of person director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 6.02 or otherwise. The Company may, by action of the Board, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of directors and officers. For purposes of this Article VI, the term “Company” shall include any predecessor of the Company and any constituent corporation (including any constituent of a constituent) absorbed by the Company in a consolidation or merger. (Bb) To obtain indemnification under this Section 6.02, a claimant shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this Section 6.02(b), a determination, if required by the NYBCL if the Company were a corporation organized under the NYBCL, with respect to the claimant’s entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination by Independent Counsel, (i) by the Board by a majority of the Disinterested Directors (as hereinafter defined) even though less than a quorum, or (ii) by a committee of Disinterested Directors designated by majority vote of the Disinterested Directors, even if less than a quorum, or (iii) if there are no Disinterested Directors, or if a majority of the Disinterested Directors so directs by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the claimant, or (iv) if a majority of Disinterested Directors so directs, such determination shall be approved by the Member. In the event that the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within 10 days after such determination. (c) If a claim under Section 6.02(a) is not paid in full by the Company within thirty (30) days after a written claim pursuant to Section 6.02(b) has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standard of conduct that makes it permissible under the NYBCL 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 said law permitted the Company to provide prior to such amendment) for the Company to indemnify the claimant for the amount claimed if the Company were a corporation organized under the NYBCL, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, Independent Counsel or Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she or she has met the applicable standard of conduct set forth in the NYBCL, nor an actual determination by the Company (including its Board, Independent Counsel or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. (d) If a determination shall have been made pursuant to Section 6.02(b) that the claimant is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to Section 6.02(c). (e) The Corporation Company shall pay be precluded from asserting in any judicial proceeding commenced pursuant to Section 6.02(c) that the procedures and presumptions of this Section 6.02 are not valid, binding and enforceable and shall stipulate in such proceeding that the Company is bound by all the provisions of this Section 6.02. (f) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 6.02 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Agreement, agreement, vote of the Members or Disinterested Directors or otherwise. No amendment or other modification of this Section 6.02 shall in any way diminish or adversely affect the rights of any Director, officer, employee or agent of the Company hereunder in respect of any occurrence or matter arising prior to any such repeal or modification. (g) The Company may, to the extent authorized from time to time by the Board, grant rights to indemnification, and rights to be paid by the Company the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDEDto any employee or agent of the Company to the fullest extent of the provisions of this Section 6.02 with respect to the indemnification and advancement of expenses of Directors and officers of the Company. (h) If any provision or provisions of this Section 6.02 shall be held to be invalid, HOWEVERillegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Section 6.02 (including, without limitation, each portion of any subsection of this Section 6.02 containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the payment fullest extent possible, the provisions of expenses incurred by a Director officer in his capacity as a Director this Section 6.02 (including, without limitation, each such portion of any subsection of this Section 6.02 containing any such provision held to be invalid, illegal or officer in advance of the final disposition of the proceeding unenforceable) shall be made construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. (i) Any notice, request or other communication required or permitted to be given to the Company under this Section 6.02 shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Board and shall be effective only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwiseBoard. (Cj) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions For purposes of this Article X shall VI: (1) “Disinterested Director” means a Director of the Company who is not adversely affect any right or protection hereunder of any person and was not a party to the matter in respect of which indemnification is sought by the claimant; and (2) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any act person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Company or omission occurring prior the claimant in an action to determine the time of such repeal or modificationclaimant’s rights under this Section 6.02.

Indemnification. (A) The Corporation Executive shall indemnify not be liable to the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Executive in good faith on behalf of the Company and hold harmlessin a manner reasonably believed by the Executive to be within the scope of the authority conferred on the Executive by this Agreement, to except that the Executive shall be liable for any such loss, damage or claim incurred by reason of the Executive’s fraud or intentional malfeasance. To the fullest extent permitted by applicable law law, the Company shall indemnify the Executive for any loss, damage or claim incurred by the Executive by reason of any act or omission performed or omitted by the Executive in good faith on behalf of the Company and in a manner reasonably believed by the Executive to be within the scope of the authority conferred on the Executive by this Agreement, except that the Executive shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by the Executive by reason of the Executive’s gross negligence or willful misconduct with respect to such acts or omissions, as it presently exists or may hereafter be amendeddetermined by a final and non-appealable arbitration adjudication pursuant to the provisions of Section 18; provided, however, that, for the avoidance of doubt, any person who was or is made or is threatened indemnity under this Section shall be provided out of and to be made a party or is otherwise involved the extent of Company assets only, and the members of the Company shall have no personal liability on account thereof. To the fullest extent permitted by applicable law, expenses (including reasonable and documented legal fees) incurred by the Executive in defending any claim, demand, action, suit or proceedingproceeding brought by any person or entity other than Company or any Affiliate shall, whether civilfrom time to time, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized be advanced by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of Company prior to the final disposition of the such claim, demand, action, suit or proceeding shall be made only upon receipt by the Company of an undertaking by or on behalf of the Director or officer Executive to repay all amounts advanced such amount if it should shall ultimately be ultimately determined that the Director or officer Executive is not entitled to be indemnified under as authorized in this Article or otherwiseSection. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmlessIn connection with any threatened, to the fullest extent permitted by applicable law as it presently exists pending or may hereafter be amendedcontemplated claim, any person who was or is made or is threatened to be made a party or is otherwise involved in any demand, liability, action, suit suit, arbitration or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") investigative, or any appeal therefrom, whether by reason or in the right of Enfinity or otherwise, arising out of or relating to the fact that he, or a person for whom he is the legal representative, Executive is or was a director, officer, employee or agent of the Corporation Enfinity (or any predecessor of Enfinity, whether or not incorporated), or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another Enfinity in any such role for any other corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect or by reason of anything done or not done by the Executive in any such capacity, Enfinity hereby expressly agrees and shall indemnify and hold harmless the Executive, to employee benefit plansthe fullest extent authorized by law, against any and all liability expenses (including, without limitation, attorneys' fees and loss suffered all other costs, expenses or obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal) any such matter), damages, judgments, fines and expenses amounts paid in settlement, as actually and reasonably incurred by such person. The Corporation shall indemnify a person the Executive in connection with therewith. In the event that both the Executive and Enfinity are made a proceeding initiated party to the same action, complaint, suit, arbitration or proceeding, Enfinity agrees to engage competent and experienced legal counsel reasonably acceptable to the Executive, and the Executive agrees to use the same legal counsel, provided that if counsel selected by Enfinity could reasonably be expected to have a conflict of interest that prevents such person only if counsel from vigorously representing the proceeding was authorized by Executive, then the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, Executive shall be entitled to engage separate legal counsel and Enfinity shall pay all costs, expenses or obligations paid or incurred in connection with such separate legal counsel. Further, while the Executive is expected at all times to use the Executive's best efforts to discharge faithfully his duties under this Agreement, the Executive cannot be paid held liable to Enfinity for a breach of his duty of care, acts or omissions made in good faith or where the expense Executive has not exhibited intentional misconduct or performed criminal and fraudulent acts which materially damage the business of prosecuting such claimEnfinity. Enfinity shall promptly pay (or advance to the Executive, to the fullest extent authorized by law) on behalf of and for the Executive, upon presentation of invoices, any and all amounts for which indemnification is provided under this Section 3(d). In addition, Enfinity shall purchase and maintain directors' and officers' liability insurance in an amount and in a form customarily held by publicly-traded companies situated similarly to Enfinity, and the Executive shall be a beneficiary of such policy or policies. Notwithstanding any such action the Corporation shall have the burden of proving that the claimant was not entitled statement contained in this Agreement to the requested indemnification contrary, the obligations of payment of expenses under applicable law. (DEnfinity set forth in this Section 3(d) The rights conferred on shall survive any person by this Article X shall not be exclusive of any other rights which such person may have termination or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions expiration of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modificationAgreement.

Indemnification. (A) The Corporation Company shall indemnify indemnify, in the manner and hold harmless, to the fullest extent permitted by applicable law as it presently exists and the by-laws of the Company, the Executive (or may hereafter be amended, any person who the estate of the Executive) in the event the Executive (or the Executive's estate) was or is made a party to, or is threatened to be made a party to, any threatened, pending or is otherwise involved in any completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative administrative, investigative or investigative (a "proceeding") otherwise, by reason of the fact that he, or a person for whom he is the legal representative, Executive is or was a director, officer, employee employee, or agent of the Corporation Company, or is or was serving at the request of the Corporation Company as a director, officer, employee, fiduciary employee or agent of another corporation or of a corporation, partnership, joint venture, trust, enterprise trust or non-profit entity, including service with respect to employee benefit plansother enterprise, against all liability expenses (including attorneys' fees) ("Expenses"), judgments, fines and loss suffered amounts paid in settlement actually and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a such action, suit or proceeding initiated (including without limitation in connection with the defense or settlement of such action, suit or proceeding). To the extent and in the manner provided by applicable law, any such person only if the proceeding was authorized Expenses shall be paid by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer Company in advance of the final disposition of such action, suit or proceeding, even if the proceeding shall Executive is alleged to have not met the applicable standard of conduct required under this Section or is alleged to have committed conduct so that, if true, the Executive (or the Executive's estate) would not be made only entitled to indemnification under this Section, upon receipt of an undertaking undertaking, which need not be secured, by the Director or officer on behalf of such person to repay all amounts advanced such amount if it should shall ultimately be ultimately determined that the Director or officer he is not entitled to be indemnified by the Company as authorized in this Section. Unless otherwise permitted by applicable law, the indemnification provided for herein shall be made only as authorized in the specific case upon a determination, made in the manner provided by applicable law, that indemnification of the Executive (or the Executive's estate) is proper in the circumstances. The Company's obligations under this Article Section 11 shall survive any termination of this Agreement or otherwise. (C) If a claim for indemnification or payment any termination of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received Executive's employment by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable lawCompany. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (Aa) The Corporation shall indemnify In the event that legal action is instituted against the Executive during or after the term hereof by a third party (or parties) based on the performance or nonperformance by the Executive of the Executive’s duties hereunder, the Employer will assume the defense of such action by its attorneys or attorneys selected by the Executive reasonably satisfactory to the Employer and hold harmlessadvance the costs and expenses thereof (including reasonable attorneys’ fees) without prejudice to or waiver by the Employer of its rights and remedies against the Executive. In the event that there is a final judgment entered against the Executive in any such litigation, and Executive is obligated, in accordance with its charter, by-laws, or insurance, to reimburse such entities, the fullest extent permitted by applicable law as it presently exists or may hereafter Executive shall be amended, any person who was or is made or is threatened liable to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person Employer for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered such costs and expenses reasonably paid or incurred by them in the defense of any such personlitigation (the “Reimbursement Amount”). The Corporation Reimbursement Amount shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized be paid by the Board of Directors of the Corporation. Executive within thirty (B30) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance days after rendition of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, judgment. The Employer shall be entitled to set off the reimbursement amount against all sums which may be paid owed or payable by the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled Employer to the requested indemnification Executive hereunder or otherwise. The parties shall cooperate in the defense of payment any asserted claim, demand or liability against the Executive or the Employer or its subsidiaries or affiliates. The term “final judgment” as used herein shall be defined to mean the decision of expenses under applicable lawa court of competent jurisdiction, and in the event of an appeal, then the decision of the appellate court, after petition for rehearing has been denied, or the time for filing the same (or the filing of further appeal) has expired. (Db) The rights conferred on to indemnification under this Section 16 shall be in addition to any person by this Article X shall not be exclusive of any other rights which such person the Executive may have now or hereafter acquire have under the charter or By-laws of the Employer or any of its affiliates or subsidiaries, under any statuteinsurance contract maintained by the Employer or any of its affiliates or subsidiaries, provision or any agreement between the Executive and the Employer or any of the Charter its affiliates or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwisesubsidiaries. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (Aa) The Corporation shall will indemnify and hold harmless, the Executive to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason the laws of the fact state of Florida in effect at that hetime, or a person for whom he is the legal representative, is or was a director, officer, employee or agent certificate of incorporation and by-laws of the Corporation or is or was serving at Corporation, whichever affords the request of greater protection to the Executive. The foregoing notwithstanding, the Corporation shall not indemnify the Executive for acts of his own negligence, willfulness or malfeasance or if the articles of incorporation or by-laws prohibit such indemnification. (b) The Executive shall notify the Corporation in writing as a director, officer, employee, fiduciary or agent of another corporation or soon as reasonably practicable after being informed in writing of a partnership, joint venture, trust, enterprise or non-profit entity, including service with claim from a third party and in respect of which a right of indemnification given pursuant to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personthis Indemnification Agreement may apply. The Corporation shall indemnify a person in connection with a proceeding initiated have the right to elect, by such person only if written notice delivered to the proceeding was authorized Executive within 10 days of receipt by the Board Corporation of Directors the notice from the Executive in respect of the claim, at the sole expense of the Corporation, to participate in or assume control of the negotiation, settlement or defense of the claim, provided that: such will be done at all times in a diligent and bona fide matter; the Corporation acknowledges in writing its obligation to indemnify the Executive in accordance with the terms contained in this Agreement in respect of that claim; and the Corporation shall pay all reasonable out-of-pocket expenses incurred by the Executive as a result of such participation or assumption. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (Cc) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation elects to assume such control, the claimant may file suit Executive shall cooperate with the Corporation and its counsel and shall have the right to recover participate in the unpaid amount negotiation, settlement or defense of such claim andat his own expense. If the Corporation does not so elect or, if successful having elected to assume such control, thereafter fails to proceed with the settlement or defense of any such claim in whole accordance with paragraphs (a) or in part(b), the Executive shall be entitled to be paid the expense of prosecuting assume such claimcontrol. In any such action case, the Corporation shall have cooperate where necessary with the burden of proving that Executive and his counsel in connection with such claim and The Corporation shall be bound by the claimant was not entitled results obtained by the Executive with respect to the requested indemnification of payment of expenses under applicable lawsuch claim. (Dd) The rights conferred on If any claim is of a nature such that the Executive is required by applicable law to make a payment to any person (a “Third Party”) with respect to such claim before the completion of settlement negotiations or related legal proceedings, including all legal fees and expenses relating to the defense and negotiation of a claim for which the Corporation has not elected to assume control, the Corporation shall, forthwith after demand by the Executive, make such payment on behalf of the Executive or, if the Executive made such payment, reimburse the Executive for any such payment. If the amount of any liability under the claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Corporation to the Executive, the Executive shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Corporation; (e) Except in the circumstances contemplated by this Article X section 9, and whether or not the Corporation assumes control of the negotiation, settlement or defense of any claim, the Executive shall not settle or compromise any claim except with the prior written consent of the Corporation (which consent shall not be exclusive unreasonably withheld). A failure by the Corporation to respond in writing to a written request by the Executive for consent for a period of any ten (10) days or more shall be deemed a consent by the Corporation to such request; (f) The Corporation and the Executive shall provide each other rights on an ongoing basis with all information which such person may have or hereafter acquire under any statutebe relevant to the other’s liability hereunder and shall supply copies of all relevant documentation promptly as they become available; and (g) Notwithstanding Section 9(c), provision if the Executive has assumed control of the Charter negotiation, settlement and defense of a claim, the Corporation shall not settle any claim or Act of Incorporationconduct any related legal or administrative proceeding in a manner which would, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification in the opinion of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person Executive, acting reasonably, have a material adverse impact on the Executive, unless the Executive fails to respond in respect of any act or omission occurring prior writing to a written request by the Corporation for consent to the time proposed action by the Corporation within ten (10) days. A failure by the Executive to respond in writing to a written request by the Corporation for consent for a period of ten (10) days or more shall be deemed a consent by the Executive to such repeal or modificationrequest.

Indemnification. (A) The Corporation Employer shall indemnify and hold harmlessthe Executive against all losses, to the fullest extent permitted by applicable law as it presently exists claims, expenses, or may hereafter be amended, other liabilities of any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") nature arising by reason of the fact that he, or a person for whom he is the legal representative, : (a) is or was a director, officer, employee, or agent of the Employer or any of its subsidiaries or affiliates; or (b) while a director, officer, employee or agent of the Corporation Employer or any of its subsidiaries or affiliates, is or was serving at the request of the Corporation Employer as a director, officer, partner, venturer, proprietor, trustee, employee, fiduciary agent or agent similar functionary of another corporation or of a corporation, partnership, joint venture, trust, enterprise employee benefit plan or other entity, in each case to the fullest extent permitted under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Without limiting the generality of the foregoing, the Executive shall be entitled in connection with his employment and in connection with his services as an officer and director of the Employer to the benefit of the provisions relating to indemnification and advancement of defense costs and expenses contained in the bylaws and certificate of incorporation of the Employer, as the same in the future may be amended (not including any amendments or additions that limit or narrow, but including any that add to or broaden, the protection afforded to the Executive), to the fullest extent permitted by applicable law. The Employer shall advance to the Executive all costs of investigation or defense incurred by the Executive in connection with any pending or threatened claim for which the Executive may be entitled to indemnification hereunder, provided that the Executive shall agree to return to the Employer any such reimbursed amounts, without interest, if it is determined in a final, non-profit entity, including service appealable judgment by a Court of competent jurisdiction that the Executive is not entitled to indemnification by the Employer for losses incurred in connection with such claim. The indemnification obligations of the Employer shall survive from the Effective Date of this agreement and continue until three (3) months after the expiration of any applicable statute of limitations with respect to employee benefit plansany claim made against the Executive for which the Executive is or may be entitled to indemnification (the “Survival Period”), against all liability and loss suffered and expenses reasonably incurred by such personshall survive after the Survival Period with respect to any indemnification claim as to which the Employer has received notice on or prior to the end of the Survival Period. The Corporation shall indemnify Employer’s belief regarding a person statute of limitations applicable to a claim, any position taken by the Employer in response to a claim, or the determination of any judicial, quasi-judicial, or arbitral body in connection with a proceeding initiated by such person only if claim and any statute of limitations applicable to a claim(s) shall in no event relieve the proceeding was authorized by Employer from its obligation to indemnify the Board of Directors Executive. The Employer shall prepay in full, and maintain fully during the Survival Period for the benefit of the Corporation. (B) The Corporation shall pay the expenses incurred Executive, on an “occurrence” basis, a directors and officers errors and omissions insurance policy, or a similar insurance policy(ies), providing coverage from a financially reputable carrier, in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled form and substance reasonably acceptable to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by Executive. Anything in this Article X agreement to the contrary notwithstanding, this Section 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of survive the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions termination of this Article X shall not adversely affect agreement for any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modificationreason.

Indemnification. (A) The Corporation shall Company agrees to indemnify and hold harmlessthe Executive, to the fullest extent permitted under Virginia and any other applicable law, against any and all expenses reasonably incurred by applicable law as it presently exists or may hereafter be amendedthe Executive, any person who was or is made or is threatened to be made a party or is otherwise involved including attorney’s fees, in connection with any action, suit suit, or proceeding, whether civil, criminal, or administrative and whether formal or investigative informal, including but not limited to any judgment, settlement, fine or penalty or any excise tax related to any employee benefit plan, (each a "“proceeding"”), to which the Executive is a party (whether as plaintiff, defendant or otherwise) in which any person (including but not limited to the Company or any governmental agency) seeks to (i) impose on the Executive any sanction or liability by reason of any action the Executive took or failed to take in his capacity as an executive officer of the Company or by reason of the fact that heExecutive’s status as an executive officer of the Company, or (ii) recover or withhold from the Executive any compensation, equity award or other benefit paid or payable to him by the Company or allocated or granted to him under any plan maintained or administered by the Company. Unless a person determination has been made that indemnification is not permissible, the Company shall make advances and reimbursements for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person the Executive in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only described above upon receipt of an undertaking by from the Director or officer Executive to repay all amounts advanced the same if it should be is ultimately determined that the Director or officer Executive is not entitled to indemnification. Such undertaking shall be indemnified an unlimited, unsecured general obligation of the Executive and shall be accepted without reference to the Executive’s ability to make repayment. The determination that indemnification under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X Section 8.8 is not paid in full within ninety days after a written claim therefor has been received by permissible and the Corporation the claimant may file suit to recover the unpaid amount authorization of such claim and, indemnification (if successful applicable) in whole or in part, a specific case shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under made in accordance with applicable law. (D) The rights conferred on any person by this Article X ; provided that liabilities and expenses incurred because of the Executive’s willful misconduct or a knowing violation of criminal law for which the Executive is convicted shall not be exclusive indemnifiable under this Section 8.8. The termination of a proceeding by judgment, order, settlement, conviction (except in the case of a conviction of a knowing violation of criminal law), or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the Executive acted in such a manner as to make him ineligible for indemnification. The Executive’s right to indemnification under this Section 8.8 does not limit any right to indemnification the Executive may have under the Company’s certificate of incorporation, the Company’s bylaws, this Agreement, or any other rights agreement to which such person may have the Executive is a party. The Company shall also use its best efforts to obtain coverage for the Executive under an insurance policy (whether now in force or hereafter acquire under any statute, provision hereinafter obtained) during the term of this Agreement covering the officers and directors of the Charter Company or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of its affiliates. This Section 8.8 shall survive the foregoing provisions termination of this Article X Agreement. This Section 8.8 shall not adversely affect any right or protection hereunder also survive termination of any person in respect of any act or omission occurring prior to the time of such repeal or modificationExecutive’s employment.

Indemnification. (A) The Corporation Employer shall indemnify the Executive or cause the Executive to be indemnified for the Executive’s activities as a director, officer, employee, or agent of the Employer or as a person who is serving or has served at the request of the Employer (a “representative”) as a director, officer, employee, agent, or trustee of an affiliated corporation, joint venture, trust or other enterprise, domestic or foreign, in which the Employer has a direct or indirect ownership interest against expenses (including without limitation attorneys’ fees, judgments, fines, and hold harmlessamounts paid in settlement) actually and reasonably incurred (“Expenses”) in connection with any claim against the Executive that is the subject of any threatened, pending, or completed action, suit, or other type of proceeding, whether civil, criminal, administrative, investigative, or otherwise and whether formal or informal (a “Proceeding”), to which the fullest extent permitted by applicable law as it presently exists or may hereafter be amendedExecutive was, any person who was or is made is, or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, Executive being or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as having been such a director, officer, employee, fiduciary agent, or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personrepresentative. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X provided herein shall not be exclusive of any other rights indemnification or right to which such person the Executive may have be entitled and shall continue after the Executive has ceased to occupy a position as an officer, director, employee, agent, or hereafter acquire under any statute, provision representative with respect to Proceedings relating to or arising out of the Charter Executive’s acts or Act of Incorporationomissions during the Executive’s service in such position. The indemnification provided to the Executive under this Agreement for the Executive’s service as a representative shall be payable if and only if and only to the extent that reimbursement to the Executive by the affiliated entity with which the Executive has served as a representative, these By-Laws, whether pursuant to agreement, vote applicable law, articles of stockholders incorporation or disinterested Directors association, by-laws or otherwise. (E) Any repeal or modification regulations of the foregoing provisions entity, or insurance maintained by such affiliated entity, is insufficient to compensate the Executive for Expenses actually incurred and otherwise payable by the Employer under this Agreement. Any payments in fact made to or on behalf of this Article X the Executive directly or indirectly by the affiliated entity with which the Executive served as a representative shall not adversely affect any right or protection hereunder reduce the obligation of any person in respect of any act or omission occurring prior to the time of such repeal or modificationEmployer hereunder.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDEDprovided, HOWEVERhowever, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.expenses

Indemnification. (A) The Corporation shall During the Employee’s employment with the Employer and thereafter, the Employer agrees to indemnify and hold Employee and Employee’s heirs and representatives harmless, to the fullest maximum extent permitted by applicable law law, against any and all damages, costs, liabilities, losses and expenses (including reasonable attorneys’ fees) as a result of any claim or proceeding (whether civil, criminal, administrative or investigative), or any threatened claim or proceeding (whether civil, criminal, administrative or investigative), against Employee that arises out of or relates to Employee’s service as an officer, director or employee, as the case may be, of the Employer, or Employee’s service in any such capacity or similar capacity with an Affiliate of the Employer or other entity at the request of the Employer, both prior to and after the Effective Date, and to promptly advance to Employee or Employee’s heirs or representatives such expenses upon written request with appropriate documentation of such expense upon receipt of an undertaking by Employee or on Employee’s behalf to repay such amount if it presently exists or may hereafter shall ultimately be amended, any person who was or determined that Employee is made or is threatened not entitled to be made a party indemnified by the Employer. The Parties agree and acknowledge that this Section and the Company’s obligations hereunder apply only if and to the extent no other applicable insurance policy provides any coverage or is otherwise involved in other benefit to the Employee with respect to the claim or proceeding at issue. In that regard, during the Employee’s employment with the Employer and thereafter, the Employer also shall provide Employee with coverage under its current directors’ and officers’ liability policy to the same extent that it provides such coverage to its other Employee officers. If Employee has any knowledge of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of investigative, as to which Employee may request indemnity under this provision, Employee will give the fact Employer prompt written notice thereof; provided that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect failure to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by give such personnotice shall not affect Employee’s right to indemnification. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, Employer shall be entitled to assume the defense of any such proceeding and Employee will use reasonable efforts to cooperate with such defense. To the extent that Employee in good faith determines that there is an actual or potential conflict of interest between the Employer and Employee in connection with the defense of a proceeding, Employee shall so notify the Employer and shall be paid entitled to separate representation at the Employer’s expense by counsel selected by Employee (provided that the Employer may reasonably object to the selection of counsel within ten (10) business days after notification thereof) which counsel shall cooperate, and coordinate the defense, with the Employer’s counsel and minimize the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled separate representation to the requested indemnification extent consistent with Employee’s separate defense. This Section shall continue in effect after the termination of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have Employee’s employment or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions termination of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modificationAgreement.

Indemnification. (A) The Corporation In addition to the insurance coverage described above and the indemnification protection set forth in Article VII of the Company’s Bylaws, the Company shall indemnify and hold harmless, Employee to the fullest extent permitted by applicable law as it presently exists if he is made, or may hereafter be amended, any person who was or is made or is threatened to be made made, a party or is otherwise involved in any action, suit to an action or proceeding, whether civil, criminal, administrative or investigative (each a "proceeding") “Proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, Employee is or was a an officer, director, or employee of the Company or any of its affiliates, against all “Expenses” (as defined below) resulting from or related to such Proceeding, or any appeal thereof. Any such indemnification pursuant to this Article 8 shall continue as to Employee even if Employee has ceased to be an executive, officer, director or employee or agent of the Corporation or is or was serving at Company and/or any of its affiliates, and shall inure to the request benefit of the Corporation as a directorEmployee’s heirs, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability executors and loss suffered and expenses reasonably administrators. Expenses incurred by such person. The Corporation shall indemnify a person Employee in connection with a proceeding initiated by such person only if the proceeding was authorized any indemnification-eligible Proceeding shall be paid by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding Company in advance upon request of its final disposition, PROVIDED, HOWEVER, Employee that the payment Company pay such Expenses, (a) after receipt by the Company of expenses incurred by a Director officer in his capacity as a Director or officer in advance of written request from Employee for such advance, together with documentation reasonably acceptable to the final disposition of the proceeding shall be made only upon receipt of Board, and (b) subject to an undertaking by the Director or officer Employee to repay all pay back any advanced amounts advanced if for which it should be ultimately is later determined that the Director or officer is Employee was not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, as described herein. Employee shall be entitled to be paid the expense of prosecuting such claimselect his own counsel in connection with any indemnification-eligible Proceeding. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of Notwithstanding the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior 8 to the time contrary, the Company shall have no obligation to indemnify Employee or advance Expenses to Employee (i) in connection with any claim or proceeding between Employee and the Company (unless approved by the Board), or (ii) if Employee’s actions or omissions giving rise to his status as a party to a Proceeding involve intentional or willful misconduct or malfeasance on the part of such repeal or modificationEmployee in connection with the performance of his job.

Indemnification. In consideration of the premises and of the mutual agreements set forth in this Agreement, the parties hereto further agree as follows: (Aa) The Corporation Company shall indemnify pay on behalf of Employee and hold harmlessEmployee's executors, to the fullest extent permitted by applicable law as it presently exists administrators or may hereafter be amendedassigns, any person who was amount which Employee is or is becomes legally obligated to pay as a result of any claim or claims made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") against Employee by reason of the fact that heEmployee served as an employee, director and/or officer of the Company or because of any actual or alleged breach of duty, neglect, error, misstatement, misleading statement, omission or other act done, or a person for whom he is the legal representativesuffered or wrongfully attempted by Employee in Employee's capacity as an employee, is or was a director, officer, employee or agent Director and/or Officer of the Corporation or is or was serving at Company. The payments that the request of the Corporation as a directorCompany will be obligated to make hereunder shall include (without limitation) damages, officerjudgments, employeesettlements, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered costs and expenses reasonably incurred of investigation, costs and expenses of defense of legal actions, claims and proceedings and appeals therefrom, and costs of attachments and similar bonds; provided, however, that the Company shall not be obligated to pay fines or other obligations or fees imposed by such person. The Corporation shall indemnify a person in connection with a proceeding initiated law or otherwise that it is prohibited by such person only if the proceeding was authorized by the Board of Directors of the Corporationapplicable law from paying as indemnity or for any other reason. (Bb) The Corporation shall pay the Costs and expenses (including, without limitation, attorneys' fees) incurred by Employee in defending or investigating any action, suit, proceeding in advance of its final disposition, PROVIDED, HOWEVER, that or claim shall be paid by the payment of expenses incurred by a Director officer in his capacity as a Director or officer Company in advance of the final disposition of the proceeding shall be made only such matter upon receipt of an a written undertaking by the Director or officer on behalf of Employee to repay all any such amounts advanced if it should be is ultimately determined that the Director or officer Employee is not entitled to be indemnified indemnification under the terms of this Article or otherwiseAgreement. (Cc) If a claim for indemnification or payment of expenses, under this Article X Agreement is not paid in full by or on behalf of the Company within ninety days after a written claim therefor has been received by the Corporation Company, Employee may at any time thereafter bring suit against the claimant may file suit Company to recover the unpaid amount of such the claim and, if successful in whole or in part, Employee shall also be entitled to be paid the expense of prosecuting such claim. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Employee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Employee: (1) for which payment is actually made to Employee under an insurance policy maintained by the Company, except in respect of any excess beyond the amount of payment under such insurance; (2) for which Employee is indemnified by the Company otherwise than pursuant to this Agreement; (3) based upon or attributable to Employee gaining in fact any personal profit or advantage to which Employee was not legally entitled; (4) for an accounting of profits made from the purchase or sale by Employee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto; or (5) brought about or contributed to by the dishonesty of Employee; provided, however, that notwithstanding the foregoing, Employee shall be protected under this Agreement as to any claims upon which suit may be brought alleging dishonesty on the part of Employee, unless a judgment or other final adjudication thereof adverse to Employee shall establish that Employee committed acts of active and deliberate dishonesty with actual dishonest purpose and intent, which acts were material to the cause of action so adjudicated. (f) Employee, as a condition precedent to his right to be indemnified under this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be directed to the Company, Attention: Secretary (or such other address as the Company shall designate in writing to Employee). Notice shall be deemed received if sent by prepaid mail properly addressed, the date of such notice being the date postmarked. In addition, Employee shall give the Company such information and cooperation as it may reasonably require and as shall be within Employee's power. (g) Nothing herein shall be deemed to diminish or otherwise restrict Employee's right to indemnification under any such action provision of the Corporation shall have Certificate of Incorporation or Bylaws of the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses Company or under applicable Delaware law. (Dh) The rights conferred on any person During the Term and for a period of six years thereafter, the Company shall cause Employee to be covered by this Article X shall not be exclusive and named as an insured under a policy or contract of any other rights which such person may have insurance obtained by it to insure its directors and officers against personal liability for acts or hereafter acquire under any statute, provision omissions in connection with service as an officer or director of the Charter Company or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification service in other capacities at the request of the foregoing provisions Company. The coverage provided to Employee pursuant to this Section shall be of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring a scope and on terms and conditions at least as favorable as the coverage provided to Employee prior to the time of such repeal or modificationChange in Control.

Indemnification. (Aa) The Corporation shall indemnify and hold harmlessIf you are made a party, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is are threatened to be made a party to, or is otherwise involved in receive any other legal process in, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") “Proceeding”), by reason (in whole or in part) of the fact that he, you are or a person for whom he is the legal representative, is or was were a director, officer, officer or employee of Employer or agent of the Corporation are or is or was were serving at the request of the Corporation Employer as a director, officer, employeemember, fiduciary employee or agent of another corporation or of a corporation, partnership, joint venture, trust, enterprise trust or non-profit entityother enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is your alleged action in an official capacity while serving as director, officer, member, employee or agent, Employer shall indemnify you and hold you harmless to the fullest extent permitted or authorized by Employer’s certificate of incorporation and bylaws or, if greater, by the laws of the State of Delaware, against all cost, expense, liability and loss (including without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any cost and fees incurred in enforcing your rights to indemnification or contribution) reasonably incurred or suffered by you in connection therewith, and such indemnification shall continue even though you have ceased to be a director, member, employee or agent of Employer or other entity and shall inure to the benefit of your heirs, executors and administrators. Employer shall advance to you all reasonable costs and expenses reasonably incurred by such person. The Corporation shall indemnify a person that you incur in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of Proceeding within 20 days after its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of a written request for such advance. Such request shall include an undertaking by the Director or officer you to repay all amounts advanced the amount of such advance if it should shall ultimately be ultimately determined that the Director or officer is you are not entitled to be indemnified under this Article or otherwiseagainst such costs and expenses. (Cb) If Neither the failure of Employer (including its board of directors, independent legal counsel or stockholders) to have made a claim for determination that indemnification of you is proper because you have met the applicable standard of conduct, nor a determination by Employer (including its board of directors, independent legal counsel or payment stockholders) that you have not met such applicable standard of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in partconduct, shall be entitled to be paid create a presumption or inference that you have not met the expense applicable standard of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable lawconduct. (Dc) The rights conferred on any person by this Article X shall not To the extent that Employer maintains officers’ and directors’ liability insurance, you will be exclusive of any other rights which covered under such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior policy subject to the time of such repeal or modificationexclusions and limitations set forth therein.

Indemnification. (Aa) The Corporation shall indemnify and hold harmless, to Company agrees that (i) if the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or Executive is made a party, or is threatened to be made a party or is otherwise involved in party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") Proceeding by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee employee, agent, manager, consultant, or agent representative of the Corporation Company or is or was serving at the request of the Corporation Company or any of its Affiliates as a director, officer, member, employee, fiduciary agent, manager, consultant, or agent representative of another corporation Person or (ii) if any Claim is made, or threatened to be made, that arises out of a partnershipor relates to the Executive’s service in any of the foregoing capacities, joint venturethen the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by Holdings’ Certificate of Incorporation, trust, enterprise Bylaws or non-profit entity, including service with respect to employee benefit plansBoard resolutions, against any and all liability costs, expenses, liabilities, and loss losses (including, without limitation, attorney’s fees, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee, agent, manager, consultant or representative of the Company or other Person and shall inure to the benefit of the Executive’s heirs, executors, and administrators. The Company shall advance to the Executive all costs and expenses reasonably incurred by such person. The Corporation shall indemnify a person him in connection with a proceeding initiated by any such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation Proceeding or Claim within 15 days after receiving written notice requesting such an advance. Such notice shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of include an undertaking by the Director or officer Executive to repay all amounts the amount advanced if it should be he is ultimately determined that the Director or officer is not to be entitled to indemnification against such costs and expenses. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Executive shall not be indemnified under entitled to indemnification hereunder if any Proceeding or Claim is initiated by the Executive without the prior written consent of the Company, or if the Executive fails timely to notify the Company of his being made (or being threatened to be made) a party to any such Proceeding contemplated by this Article or otherwiseSection 10(a) and the Company is materially prejudiced by the Executive’s failure to so notify it. (Cb) If Neither the failure of the Company (including the Board, independent legal counsel, or stockholders) to have made a claim determination in connection with any request for indemnification or payment advancement under Section 10(a) that the Executive has satisfied any applicable standard of expenses, under this Article X is not paid in full within ninety days after conduct nor a written claim therefor has been received determination by the Corporation Company (including the claimant may file suit Board, independent legal counsel, or stockholders) that the Executive has not met any applicable standard of conduct, shall create a presumption that the Executive has not met an applicable standard of conduct. (c) During the Term of Employment and for a period of six years thereafter, the Company shall keep in place a directors and officers’ liability insurance policy (or policies) providing comprehensive coverage to recover the unpaid amount Executive equal to at least the greater of such claim and, if successful in whole (i) $5,000,000 per year and (ii) the coverage that the Company provides for any other present or in part, former senior executive or director of the Company. (d) The Company shall be entitled to be paid deduct or withhold from any amounts owing from the expense Company to the Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes (“Taxes”) imposed with respect to the Executive’s compensation or other payments from the Company or the Executive’s ownership interest in the Company (including, without limitation, wages, bonuses, dividends, the receipt or exercise of prosecuting such claimequity options and/or the receipt or vesting of restricted equity). In the event the Company elects, at the Executive’s request, to not make such deductions or withholdings, the Executive shall indemnify the Company for any amounts paid with respect to any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of Taxes, together with any interest, penalties and related expenses under applicable lawthereto. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (Aa) The Corporation shall indemnify and hold harmless, to Company agrees that if the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or Executive is made a party, or is threatened to be made a party or is otherwise involved in party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceedingProceeding") ), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, officer or employee or agent of the Corporation Company or is or was serving at the request of the Corporation Company as a director, officer, employeemember, fiduciary employee or agent of another corporation or of a corporation, limited liability corporation, partnership, joint venture, trust, enterprise trust or non-profit entityother enterprise, including service with respect to employee benefit plans, the Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board of Directors or, if greater, by the laws of the State of Delaware, against all cost, expense, liability and loss (including, without limitation, attorney's fees, judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and not otherwise received by him from another source, such as insurance, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Company or other entity and shall inure to the benefit of the Executive's heirs and legal representatives. The Company shall advance to the Executive all costs and expenses reasonably incurred by such person. The Corporation shall indemnify a person him in connection with a proceeding initiated by such person only if the proceeding was authorized Proceeding within 20 calendar days after receipt by the Board Company of Directors of the Corporation. (B) The Corporation a written request for such advance. Such request shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of include an undertaking by the Director or officer Executive to repay all amounts advanced the amount of such advance if it should shall ultimately be ultimately determined that the Director or officer he is not entitled to be indemnified under this Article or otherwiseagainst such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent the Executive is able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for the repayment. (Cb) If Neither the failure of the Company (including its board of directors, independent legal counsel or stockholders) to have made a claim for indemnification or determination prior to the commencement of any proceeding concerning payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received amounts claimed by the Corporation Executive under Section 19(a) above that indemnification of the claimant may file suit to recover Executive is proper because he has met the unpaid amount applicable standard of conduct, nor a determination by the Company (including its board of directors, independent legal counsel or stockholders) that the Executive has not met such claim and, if successful in whole or in partapplicable standard of conduct, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving create a presumption that the claimant was Executive has not entitled to met the requested indemnification applicable standard of payment of expenses under applicable lawconduct. (Dc) The rights conferred on any person by this Article X shall not be exclusive of Company agrees to continue and maintain a directors' and officers' liability insurance policy covering the Executive with terms and conditions no less favorable than the most favorable coverage then applying to any other rights which such person may have present or hereafter acquire under any statute, provision former director or officer of the Charter Company, both during the Term and for six years thereafter; provided, that during any periods when such insurance policy remains in effect but the Executive is not serving as an officer or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification director of the foregoing provisions Company, such policy shall cover only acts, omissions and events occurring during his period of this Article X shall not adversely affect any right service as an officer or protection hereunder director of any person in respect of any act or omission occurring prior to the time of such repeal or modificationCompany.

Indemnification. In the event Employee is made a party to any threatened or pending action, suit, or proceeding, whether civil, criminal, administrative, or investigative (A) The Corporation shall indemnify other than an action by the Company against Employee, and hold harmlessexcluding any action by Employee against the Company), by reason of the fact that he is or was performing services under this Agreement or as an officer or director of the Company, then, to the fullest extent permitted by applicable law law, the Company shall indemnify Employee against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement, as it presently exists or may hereafter be amended, any person who was or is made or is threatened actually and reasonably incurred by Employee in connection therewith. Such indemnification shall continue as to Employee even if he has ceased to be an employee, officer, or director of the Company and shall inure to the benefit of his heirs and estate. The Company shall advance to Employee all reasonable costs and expenses directly related to the defense of such action, suit, or proceeding within twenty (20) days after written request therefore by Employee to the Company, provided, that such request shall include a written undertaking by Employee, in a form acceptable to the Company, to repay such advances if it shall ultimately be determined that Employee is or was not entitled to be indemnified by the Company against such costs and expenses. In the event that both Employee and the Company are made a party or is otherwise involved in any to the same third-party action, suit complaint, suit, or proceeding, whether civilthe Company will engage competent legal representation, criminaland Employee agrees to use the same representation; provided, administrative or investigative (that if counsel selected by the Company shall have a "proceeding") by reason conflict of interest that prevents such counsel from representing Employee, Employee may engage separate counsel and the Company shall pay all reasonable attorneys' fees of such separate counsel. The provisions of this Section 11 are in addition to, and not in derogation of, the indemnification provisions of the fact that heCompany's By-laws. The foregoing indemnification also shall be applicable to Employee in his capacity as an officer, director, or a person for whom he is the legal representative, is or was a director, officer, employee or agent representative of any subsidiary of the Corporation Company, or any other entity, but in each case only to the extent that Employee is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the CorporationBoard. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDEDprovided, HOWEVERhowever, -------- ------- that the payment of expenses incurred by a Director or officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-By- Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation Effective as of the Execution Date, the Company shall indemnify and hold harmless, the Executive to the fullest extent authorized or permitted by applicable law law, as it presently exists now or may hereafter be amendedin effect, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee any and all acts taken or omitted to be taken by the Executive on behalf or for the benefit plansof the Company or otherwise in connection with the Executive’s entering into and performance of this Agreement, against all liability and loss suffered and expenses reasonably incurred the Executive’s employment by such personthe Company and/or performance of his duties as provided in Section 2. The Corporation right to indemnification under this Section 14 shall continue as to the Executive even after he has ceased to be an officer of the Company with respect to acts and omissions during the term of this Agreement and shall inure to the benefit of his heirs, executors and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Company shall not be obligated to indemnify a person the Executive (or his heirs, executors or legal representatives) in connection with a proceeding (or part thereof) initiated by such person only if the unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of Directors. The right to indemnification conferred upon the Corporation. (B) The Corporation Executive by this Section 14 shall pay include the right to be paid by the Company the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt by the Company of an undertaking by or on behalf of the Director or officer Executive to repay all amounts the amount advanced if it should shall ultimately be ultimately determined that the Director or officer Executive is not entitled to be indemnified by the Company under this Article or otherwise. (C) If a claim for Section 14. The right to indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled and to the requested indemnification of payment advancement of expenses under applicable law. (D) The rights conferred on any person by in this Article X Section 14 shall not be exclusive of any other rights which such person right that the Executive may have or hereafter acquire under the Certificate of Incorporation of the Company (as amended from time to time), the Bylaws of the Company (as amended from time to time), any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders shareholders or disinterested Directors directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior . Notwithstanding anything to the time contrary stated in the foregoing, the Company may not deny or eliminate any rights to indemnification or advancement of such repeal expenses held by Executive in this Agreement or modificationotherwise by the adoption of an amendment to the Bylaws or Certificate of Incorporation for the Company after the Effective Date.

Indemnification. Executive shall be entitled to the protection of any insurance policies that Salem may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding (Aother than any action, suit or proceeding arising under or relating to this Memorandum) The Corporation to which Executive may be made a party by reason of (i) his being or having been a director, officer or employee of Salem or any of its subsidiaries, or (ii) his serving or having served any other enterprise as a director, officer or employee at the request of Employer (the duties described in (i) and (ii) hereof are collectively referred to herein as the “Indemnified Duties”). Employer shall indemnify Executive against all costs, charges and hold harmlessexpenses incurred or sustained by him in connection with any action, suit or proceeding to which Executive may be made a party by reason of the Indemnified Duties to the fullest extent permitted by applicable law as it presently exists or may hereafter be amendedlaw, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason effect at the time of the fact that hesubject act or omission, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect and shall advance to employee benefit plans, against all liability and loss suffered Executive reasonable attorneys’ fees and expenses reasonably as such fees and expenses are incurred by (subject to an undertaking from Executive to repay such person. The Corporation advances if it shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred be finally determined by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer judicial decision which is not entitled subject to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving further appeal that the claimant Executive was not entitled to the requested indemnification reimbursement of payment such fees and expenses). Employer covenants to maintain during Executive’s employment for the benefit of expenses under applicable law. Executive (Din his capacity as an officer of Employer) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statuteDirectors’ and Officers’ Insurance providing benefits to Executive no less favorable, provision of taken as a whole, than the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior benefits provided to the time senior executives of Salem by the Directors’ and Officers’ Insurance maintained by Salem on the date hereof; provided, however, that the board of directors of Salem may elect to terminate Directors’ and Officers’ Insurance for all officers and directors, including Executive, if the board of directors of Salem determines in good faith that such repeal insurance is not available or modificationis available only at unreasonable expense.

Indemnification. (Aa) The Corporation Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amendedLaw, any person who Member, the Manager and each Officer (each, an “Indemnified Person”) to the extent that such Indemnified Person was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "“proceeding") ”), by reason of the fact that he, or a person for whom he is the legal representative, such Indemnified Person is or was a directorMember, officerthe Manager or an Officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plansapplicable, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such personIndemnified Person. The Corporation Notwithstanding the preceding sentence, except as otherwise provided in this Section 6.09, the Company shall be required to indemnify a person an Indemnified Person who is an Officer in connection with a proceeding initiated (or part thereof) commenced by such person Indemnified Person only if the commencement of such proceeding (or part thereof) by such Indemnified Person was authorized in the specific case by the Board of Directors of the CorporationManager. (Bb) The Corporation shall Company shall, to the fullest extent permitted by applicable Law, pay the expenses (including reasonable attorneys’ fees) incurred by an Indemnified Person in defending any proceeding in advance of its final disposition; provided, PROVIDED, HOWEVERhowever, that the such payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the any proceeding shall be made to such Indemnified Person that is an Officer only upon receipt of receipt of an undertaking by the Director or officer such Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Director or officer such Indemnified Person is not entitled to be indemnified under this Article Section 6.09 or otherwise. (Cc) If a claim for indemnification (following the final disposition of such proceeding) or payment advancement of expenses, expenses under this Article X Section 6.09 is not paid in full within ninety 30 days after a written claim therefor by an Indemnified Person has been received by the Corporation the claimant Company, such Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense (including reasonable attorneys’ fees) of prosecuting such claim. In any such action action, the Corporation Company shall have the burden of proving that the claimant was Indemnified Person is not entitled to the requested indemnification of payment or advancement of expenses under this Agreement or applicable lawLaw. (Dd) The rights right to indemnification and the advancement of expenses conferred on any person by this Article X shall Section 6.09 shall, to the fullest extent permitted by applicable Law, not be exclusive of any other rights right which such person any Indemnified Person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors bylaw, action by the Manager or otherwise. (Ee) Any repeal amendment or modification of the foregoing provisions of this Article X Section 6.09 shall not adversely affect any right or protection hereunder of any person Indemnified Person in respect of any act or omission occurring prior to the time of such repeal amendment or modification. (f) The Company shall maintain directors’ and officers’ liability insurance, or make other financial arrangements, at its expense, to protect any Indemnified Person against any expense, liability or loss described in Section 6.09(a) and Section 6.09(b) whether or not the Company would have the power to indemnify or advance expenses to such Indemnified Person against such expense, liability or loss under the provisions of this Section 6.09. The Company shall use its commercially reasonable efforts to purchase directors’ and officers’ liability insurance with a carrier and in an amount determined necessary or desirable as determined in good faith by the Manager. (g) Notwithstanding anything in this Agreement to the contrary (including in this Section 6.09), the Company agrees that any indemnification and advancement of expenses available from the Corporation or any of its Affiliates (other than the Company and any of the Company’s Subsidiaries) to any current or former Indemnified Person by virtue of such Person’s service as a manager, member, director, officer, partner, employee or agent of the Corporation or any of its Affiliates (other than the Company and any of the Company’s Subsidiaries) from and after the Effective Date (any such Person, a “D&O Indemnitee”) shall be secondary to the indemnification and advancement of expenses to be provided by the Company pursuant to this Section 6.09, which shall be provided out of and to the extent of Company assets only, and no Member (unless such Member otherwise agrees in writing or is found in a final decision by a court of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof nor shall be required to make additional Capital Contributions to help satisfy such indemnity of the Company and the Company (i) shall be the primary indemnitor of first resort for such D&O Indemnitee pursuant to this Section 6.09 and (ii) shall be fully responsible for the advancement of all expenses and the payment of all amounts or liabilities with respect to such D&O Indemnitee which are addressed by this Section 6.09.

Indemnification. The Company shall maintain D&O liability coverage pursuant to which Executive shall be a covered insured. Executive shall receive indemnification in accordance with Mylan N.V’s Articles of Association (Athe “Articles”) The Corporation in effect as of the date of this Agreement. Such indemnification shall indemnify be contractual in nature and hold harmless, shall remain in effect notwithstanding any future change to the fullest Articles. To the extent permitted not otherwise limited by applicable law the Articles in effect as it presently exists or may hereafter be amendedof the date of this Agreement, any person who was or in the event that Executive is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, (including those brought by or in the right of the Company or Mylan N.V.) whether civil, criminal, administrative or investigative (a "“proceeding") ”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, an officer, employee or agent of the Corporation or is or was serving any Mylan Company, or is or was serving at the request of the Corporation as a directorCompany or another corporation, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise trust or non-profit entityother enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, Executive shall be indemnified and held harmless by applicable Mylan Company to the fullest extent authorized by law against all liability expenses, liabilities and loss suffered losses (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and expenses amounts paid or to be paid in settlement) reasonably incurred or suffered by such person. The Corporation shall indemnify a person Executive in connection with therewith. Such right shall be a proceeding initiated by such person only if contract right and shall include the proceeding was authorized right to be paid by the Board of Directors of the Corporation. (B) The Corporation shall pay the applicable Mylan Company expenses incurred in defending any such proceeding in advance of its final disposition; provided, PROVIDED, HOWEVERhowever, that the payment of such expenses incurred by a Director officer Executive in his capacity as a Director director or officer (and not in any other capacity in which service was or is rendered by Executive while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of the such proceeding shall will be made only upon receipt delivery to the applicable Mylan Company of an undertaking undertaking, by the Director or officer on behalf of Executive, to repay all amounts to the applicable Mylan Company so advanced if it should be determined ultimately determined that the Director or officer Executive is not entitled to be indemnified under this Article section or otherwise. (C) If a claim . Promptly after receipt by Executive of notice of the commencement of any action, suit or proceeding for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant which Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid indemnified, Executive shall notify the applicable Mylan Company in writing of the commencement thereof (but the failure to notify such Mylan Company shall not relieve it from any liability which it may have under this Section 10 unless and to the extent that it has been prejudiced in a material respect by such failure or from the forfeiture of substantial rights and defenses). If any such action, suit or proceeding is brought against Executive and he notifies the applicable Mylan Company of the commencement thereof, such Mylan Company will be entitled to participate therein, and, to the extent it may elect by written notice delivered to Executive promptly after receiving the aforesaid notice from Executive, to assume the defense thereof with counsel reasonably satisfactory to Executive, which may be the same counsel as counsel to such Mylan Company. Notwithstanding the foregoing, Executive shall have the right to employ his own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of prosecuting Executive unless (i) the employment of such claim. In any counsel shall have been authorized in writing by the applicable Mylan Company, (ii) the applicable Mylan Company shall not have employed counsel reasonably satisfactory to Executive to take charge of the defense of such action within a reasonable time after notice of commencement of the Corporation action or (iii) Executive shall have reasonably concluded, after consultation with counsel to Executive, that a conflict of interest exists which makes representation by counsel chosen by the burden applicable Mylan Company not advisable (in which case such Mylan Company shall not have the right to direct the defense of proving that such action on behalf of Executive), in any of which events such fees and expenses of one additional counsel shall be borne by the claimant was not entitled applicable Mylan Company. Anything in this Section 10 to the requested indemnification of payment of expenses under contrary notwithstanding, the applicable law. (D) The rights conferred on any person by this Article X Mylan Company shall not be exclusive liable for any settlement of any other rights which such person may have claim or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwiseaction effected without its written consent. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to Employer agrees that if the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or Executive is made a party, or is threatened to be made a party or is otherwise involved in party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") “Proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, officer or employee or agent of the Corporation Employer or is or was serving at the request of the Corporation Employer as a director, officer, employeemember, fiduciary employee or agent of another corporation or of a corporation, partnership, joint venture, trust, enterprise trust or non-profit entityother enterprise, including service with respect to an employee benefit plansplan, the Executive shall be indemnified and held harmless by the Employer to the fullest extent legally permitted or authorized by the Employer’s certificate of incorporation or bylaws or resolutions of the Employer’s Board against all cost, expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and other liabilities and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Employer or other entity and shall inure to the benefit of the Executive’s heirs, executors or administrators (the “Indemnified Claims”). Provided that the Executive provides the Employer with prompt notice of any such Proceeding or Indemnified Claim, then the Employer shall advance to the Executive all reasonable attorneys fees and expenses reasonably incurred by such person. The Corporation shall indemnify a person him in connection with a proceeding initiated by Proceeding or Indemnified Claim within a reasonable time after submission of reasonable documentation of such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation fees and expenses. Such request shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of include an undertaking by the Director or officer Executive to repay all amounts advanced the amount of such advance if it should shall ultimately be ultimately determined that the Director or officer he is not entitled by law to be indemnified under this Article or otherwiseagainst such fees and expenses. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (Aa) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or If Executive is made a party or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a "“proceeding") ”), by reason of the fact that he, he or a person for whom he is the legal representative, she is or was a director, officer, employee director or agent an officer of the Corporation Company or is or was serving at the request of the Corporation Company as a director, officer, employee, fiduciary employee or agent of another corporation or of a partnership, joint venture, trust, enterprise trust or non-profit entityother enterprise, including service with respect to an employee benefit plansplan (hereinafter, a “Covered Person”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, against all expense, liability and loss suffered (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and expenses amounts paid in settlement) reasonably incurred or suffered by such person. The Corporation Covered Person in connection therewith; provided, however, that, except as provided in Section 21(e) hereof with respect to proceedings to enforce rights to indemnification, the Company shall indemnify a person any such Covered Person in connection with a proceeding (or part thereof) initiated by such person Covered Person only if the such proceeding (or part thereof) was authorized by the Board of Directors of the CorporationBoard. (Bb) The Corporation Company shall pay the expenses (including attorneys’ fees) incurred by Executive in defending any such proceeding in advance of its final dispositiondisposition (hereinafter, PROVIDEDan “advancement of expenses”), HOWEVERprovided, that however, that, if the payment Delaware General Corporation Law so requires, an advancement of expenses incurred by a Director officer Executive in his or her capacity as a Director or officer in advance of the final disposition of the proceeding such shall be made only upon receipt delivery to the Company of an undertaking (hereinafter, an “Undertaking”), by the Director or officer on behalf of such Executive, to repay all amounts so advanced if it should shall ultimately be ultimately determined by final judicial decision from which there is no further right to appeal (hereinafter, a “Final Adjudication”) that the Director or officer is Executive was not entitled to be indemnified for such expenses under this Article Section 21 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 21(a) and (b) hereof shall be contract rights and such rights shall continue even after Executive ceases to be employed by the Company and shall inure to the benefit of Executive’s heirs, executors and administrators. (Cc) If a claim for indemnification under Section 21(a) or payment of expenses, under this Article X (b)) hereof is not paid in full by the Company within ninety sixty (60) days after a written claim therefor therefore has been received by the Corporation Company, except in the claimant case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, Executive may file at any time thereafter bring suit against the Company to recover the unpaid amount of such claim and, if the claim. If Executive is successful in whole or in partpart in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an Undertaking, Executive shall be entitled to be paid also the expense of prosecuting or defending such claimsuit. In (i) any suit brought by Executive to enforce a right to indemnification hereunder (but not in a suit brought by Executive to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that, Executive has not met the applicable standard for indemnification set forth in the Delaware General Corporation Law. To the fullest extent permitted by law, neither the failure of the Company (including its disinterested directors, committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of Executive is proper in the circumstances because the Executive has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company (including its disinterested directors, committee thereof, independent legal counsel or its stockholders) that Executive has not met such applicable standard of conduct, shall create a presumption that Executive has not met the applicable standard of conduct or, in the case of such a suit brought by Executive, be a defense to such suit. In any such action suit brought by Executive to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation shall have Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the claimant was Executive is not entitled to be indemnified, or to such advancement of expenses, under this Section 21 or otherwise shall, to the requested indemnification of payment of expenses under applicable extent permitted by law, be on the Company. (Dd) The rights to indemnification and to the advancement of expenses conferred on any person by in this Article X Section 21 shall not be exclusive of any other rights right of indemnification which such Executive or any other person may have or hereafter acquire under by any statute, provision the Company’s Certificate of the Charter Incorporation or Act of Incorporation, these By-LawsBylaws, agreement, vote of stockholders or disinterested Directors directors or otherwise, including all rights of indemnification provided by the Indemnification Agreement entered into by Executive and the Company dated as of the Effective Date. (Ee) Any repeal The Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or modification agent of the foregoing provisions of this Article X shall Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not adversely affect any right the Company would have the power to indemnify such person against such expense, liability or protection hereunder of any person in respect of any act or omission occurring prior to loss under the time of such repeal or modificationDelaware General Corporation Law.

Indemnification. (Aa) The Corporation Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made a party or is threatened to be made a party to any threatened, pending or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a such person for whom he is the legal representative, is or was was, at any time prior to or during which this Section 15 is in effect, a directorManager, officer, employee an Officer or agent Member of the Corporation Company, or is or was was, at any time prior to or during which this Section 15 is in effect, serving at the request of the Corporation Company, as a directormanager, officer, employee, fiduciary director or agent of another corporation or officer of a corporation, partnership, limited liability company, joint venture, trust, other enterprise or non-profit entity, including service with respect to employee benefit plansplan against reasonable expenses (including attorneys' fees), against all liability judgments, fines, penalties, amounts paid in settlement and loss suffered other liabilities actually and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a such action, suit or proceeding initiated to the full extent permitted by such person only if the proceeding was authorized by the Board of Directors of the Corporationlaw. (Bb) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses Expenses incurred by a Director officer person who is or was a Manager, an Officer or Member of the Company in his capacity as a Director appearing at, participating in or officer defending any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, shall be paid by the Company at reasonable intervals in advance of the final disposition of the such action, suit or proceeding shall be made only upon receipt of an undertaking by or on behalf of the Director Member, Officer or officer Manager to repay all amounts advanced such amount if it should shall ultimately be ultimately determined that the Director or officer he is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claimCompany as authorized by this Section 15. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested The indemnification of payment and advancement of expenses under applicable law. (D) The rights conferred on any person provided by this Article X Section 15 shall not be deemed exclusive of any other rights to which such person those seeking indemnification or advancement of expenses may have be or hereafter acquire become entitled under any statutelaw, provision this Agreement, the decision of the Charter Board of Managers, or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors the Member or otherwise, or under any policy or policies of insurance purchased and maintained by the Company on behalf of any such person, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a manager, officer or member and shall inure to the benefit of the heirs, executors and administrators of such person. (Ec) Any repeal or modification The rights provided by this Section 15 are for the benefit of the foregoing provisions persons referred to herein and their respective heirs, executors and administrators and shall be legally enforceable against the Company by such persons (who shall be presumed to have relied on such rights in undertaking or continuing any of the positions referred to herein) or by their respective heirs, executors and administrators. No amendment to or restatement of this Article X Section 15, or merger, consolidation, conversion or reorganization of the Company, shall not adversely affect impair the rights of indemnification provided by this Section 15 with respect to any right action or protection hereunder of any person in respect of any act failure to act, or omission alleged action or failure to act, occurring or alleged to have occurred prior to the time of such repeal amendment, restatement, merger, consolidation, conversion or modificationreorganization.

Indemnification. (Aa) The Corporation shall indemnify and hold harmlessIf, to after the fullest extent permitted by applicable law as it presently exists or may hereafter be amendeddate of the commencement of the Employment Period, any person who was or the Employee is made a party or is threatened to be made a party or is otherwise involved in to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceedingProceeding") ), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee director or agent officer of the Corporation Company or is or was serving at the request of the Corporation Company as a director, officer, employeemember, fiduciary employee or agent of another corporation or of a partnership, joint venture, trust, enterprise trust or non-profit entityother enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is an alleged act or failure to act in an official capacity as a director, officer, member, employee or agent, he shall be indemnified and held harmless by the Company to the fullest extent authorized by Delaware law, as the same exists or may hereafter be amended, against all expense, liability and loss suffered (including, without limitation, attorneys' fees, judgments, fines and expenses amounts paid or to be paid in settlement) reasonably incurred or suffered by such person. The Corporation shall indemnify a person the Employee in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board therewith, including, without limitation, payment of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of Proceeding prior to the final disposition of the proceeding shall be made only upon such Proceeding (subject to receipt of an undertaking by the Director or officer Employee to repay all amounts advanced such amount if it should shall ultimately be ultimately determined that the Director or officer Employee is not entitled to be indemnified by the Company under this Article Delaware law), and such indemnification shall continue as to the Employee even if he has ceased to be a director, officer, member, employee or otherwiseagent of the Company or other enterprise and shall inure to the benefit of his heirs, executors and administrators. (Cb) If a claim for The right of indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by and the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights incurred in defending a Proceeding in advance of its final disposition conferred on any person by in this Article X Section 4 shall not be exclusive of any other rights which such person right that the Employee may have or hereafter may acquire under any statute, provision of the Charter Certificate of Incorporation or Act Bylaws of Incorporation, these By-Lawsthe Company, agreement, vote of stockholders shareholders or disinterested Directors directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (Aa) The Corporation shall indemnify and hold harmlessIf you are made a party, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is are threatened to be made a party to, or is otherwise involved in receive any other legal process in, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") “Proceeding”), by reason of the fact that he, you are or a person for whom he is the legal representative, is or was were a director, officer, officer or employee of Employer or agent of the Corporation are or is or was were serving at the request of the Corporation Employer as a director, officer, employeemember, fiduciary employee or agent of another corporation or of a corporation, partnership, joint venture, trust, enterprise trust or non-profit entityother enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is your alleged action in an official capacity while serving as director, officer, member, employee or agent, Employer shall indemnify you and hold you harmless to the fullest extent permitted or authorized by Employer’s certificate of incorporation and bylaws or, if greater, by the laws of the State of Delaware, against all cost, expense, liability and loss (including without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any cost and fees incurred in enforcing your rights to indemnification or contribution) reasonably incurred or suffered by you in connection therewith, and such indemnification shall continue even though you have ceased to be a director, member, employee or agent of Employer or other entity and shall inure to the benefit of your heirs, executors and administrators. Employer shall advance to you all reasonable costs and expenses reasonably incurred by such person. The Corporation shall indemnify a person that you incur in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. Proceeding within twenty (B20) The Corporation shall pay the expenses incurred in defending any proceeding in advance of days after its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of a written request for such advance. Such request shall include an undertaking by the Director or officer you to repay all amounts advanced the amount of such advance if it should shall ultimately be ultimately determined that the Director or officer is you are not entitled to be indemnified under this Article or otherwiseagainst such costs and expenses. (Cb) If Neither the failure of Employer (including its board of directors, independent legal counsel or stockholders) to have made a claim for determination that indemnification of you is proper because you have met the applicable standard of conduct, nor a determination by Employer (including its board of directors, independent legal counsel or payment stockholders) that you have not met such applicable standard of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in partconduct, shall be entitled to be paid create a presumption or inference that you have not met the expense applicable standard of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable lawconduct. (Dc) The rights conferred on any person by this Article X shall not To the extent that Employer maintains officers’ and directors’ liability insurance, you will be exclusive of any other rights which covered under such person may have or hereafter acquire under any statute, provision of policy subject to the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwiseexclusions and limitations set forth therein. (Ed) Any repeal or modification of the foregoing The provisions of this Article X Section 16 shall not adversely affect any right survive the expiration or protection hereunder termination of any person in respect of any act or omission occurring prior to the time of such repeal or modificationyour employment and/or this Agreement.

Indemnification. (Aa) The Corporation Subject to limitations imposed by law, the Company's by-laws and the Company's Directors' and Officers' Liability Insurance, the Company shall indemnify and hold harmless, harmless the Executive to the fullest extent permitted by applicable law as it presently exists from and against any and all claims, damages, expenses (including attorneys' fees), judgments, penalties, fines, settlements, and all other liabilities incurred or may hereafter be amendedpaid by him in connection with the investigation, defense, prosecution, settlement or appeal of any person who was threatened, pending or is made or is threatened to be made a party or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and to which the Executive was or is a "proceeding") party or is threatened to be made a party by reason of the fact that he, or a person for whom he is the legal representative, Executive is or was a director, an officer, employee or agent of the Corporation Company or is KGen Power, or by reason of anything done or not done by the Executive in any such capacity or capacities, provided that the Executive acted in good faith, in a manner that was serving at the request of the Corporation as a directornot grossly negligent and did not constitute willful misconduct and, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plansany criminal action or proceeding, against had no reasonable cause to believe his conduct was unlawful. The Company also shall pay any and all liability and loss suffered and expenses reasonably (including attorneys' fees) incurred by such person. The Corporation shall indemnify the Executive as a person result of the Executive being called as a witness in connection with a proceeding initiated by such person only if any matter involving the proceeding was authorized by the Board Company and/or any of Directors of the Corporationits officers or directors. (Bb) The Corporation Company shall pay the any expenses incurred in defending any proceeding in advance of its final disposition(including attorneys' fees), PROVIDEDjudgments, HOWEVERpenalties, that the payment of expenses fines, settlements, and other liabilities incurred by a Director officer the Executive in his capacity as a Director investigating, defending, settling or officer appealing any action, suit or proceedings described in this Section 8 in advance of the final disposition of such action, suit or proceeding. The Company shall promptly pay the proceeding shall be made only upon receipt amount of such expenses to the Executive, but in no event later than ten (10) days following the Executive's delivery to the Company of a written request for an undertaking by the Director or officer advance pursuant to this Section 8, together with a reasonable accounting of such expenses. (c) The Executive hereby undertakes and agrees to repay all amounts advanced to the Company any advances made pursuant to this Section 8 if and to the extent that it should shall ultimately be ultimately determined found that the Director or officer Executive is not entitled to be indemnified under this Article or otherwiseby the Company for such amounts. (Cd) If a claim for The Company shall make the advances contemplated by this Section 8 regardless of the Executive's financial ability to make repayment, and regardless whether indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received the indemnitee by the Corporation the claimant may file suit Company will ultimately be required. Any advances and undertakings to recover the unpaid amount of such claim and, if successful in whole or in part, repay pursuant to this Section 8 shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable lawunsecured and interest free. (De) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X Section 8 shall not adversely affect any right survive the termination or protection hereunder expiration of any person in respect of any act or omission occurring prior to the time of such repeal or modificationthis Agreement.

Indemnification. (A) The Corporation Company shall indemnify and hold harmless, to the fullest full extent permitted by the Limited Liability Company Act of the State of Delaware or any other applicable law laws as it presently exists now or may hereafter be amended, hereinafter in effect any person who was or is made or is threatened to be made a party or is otherwise involved in to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") investigative, by reason of the fact that he, such person or a person for whom he is the legal representative, such person’s testator or intestate is or was a director, officer, employee Manager or agent an Officer of the Corporation Company or is serves or was serving served at the request of the Corporation Company or any other enterprise as a director, officer, employee, fiduciary Manager or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entityan Officer. Expenses, including service with respect to employee benefit plansattorneys’ fees, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by any such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final dispositionsuch action, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director suit or officer in advance of the final disposition of the proceeding shall be made only paid or reimbursed by the Company promptly upon receipt by it of an undertaking by the Director of or officer on behalf of such person to repay all such amounts advanced if it should shall ultimately be ultimately determined that the Director or officer such person is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claimCompany. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on provided to any person by this Article X Section shall not be exclusive enforceable against the Company by such person who shall be presumed to have relied upon it in serving or continuing to serve as a Manager or an Officer as provided above. No amendment of this Section shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of this Section, the term “Company” shall include any predecessor of the Company and any constituent company (including any constituent of a constituent) absorbed by the Company in a consolidation or merger; the term “other rights enterprise,” shall include any corporation, limited liability company, partnership, joint venture, trust or employee benefit plan; service “at the request of the Company” shall include service as a Manager or an Officer of the Company which imposes duties on, or involves services by, such Manager or Officer with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person may have or hereafter acquire under any statute, provision reasonably believes to be in the interest of the Charter or Act participants and beneficiaries of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification such plan shall be deemed to be action not opposed to the best interests of the foregoing provisions Company. Notwithstanding the foregoing, no Manager or Officer shall be indemnified against liability for any intentional misconduct, any knowing violation of the law or any transaction in which such Manager or Officer receives a personal benefit in violation or breach of the Act or this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modificationAgreement.

Indemnification. (A) The Corporation Employer shall indemnify and hold harmlessthe Executive against all losses, to the fullest extent permitted by applicable law as it presently exists claims, expenses, or may hereafter be amended, other liabilities of any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") nature arising by reason of the fact that he, or a person for whom he is the legal representative, : (a) is or was a director, officer, employee, or agent of the Employer or any of its subsidiaries or affiliates; or (b) while a director, officer, employee or agent of the Corporation Employer or any of its subsidiaries or affiliates, is or was serving at the request of the Corporation Employer as a director, officer, partner, venturer, proprietor, trustee, employee, fiduciary agent or agent similar functionary of another corporation or of a corporation, partnership, joint venture, trust, enterprise employee benefit plan or other entity, in each case to the fullest extent permitted under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Without limiting the generality of the foregoing, the Executive shall be entitled in connection with his employment and in connection with his services as an officer and director of the Employer to the benefit of the provisions relating to indemnification and advancement of defense costs and expenses contained in the bylaws and certificate of incorporation of the Employer, as the same in the future may be amended (not including any amendments or additions that limit or narrow, but including any that add to or broaden, the protection afforded to the Executive), to the fullest extent permitted by applicable law. The Employer shall advance to the Executive all costs of investigation or defense incurred by the Executive in connection with any pending or threatened claim for which the Executive may be entitled to indemnification hereunder, provided that the Executive shall agree to return to the Employer any such reimbursed amounts, without interest, if it is determined in a final, non-profit entity, including service appealable judgment by a Court of competent jurisdiction that the Executive is not entitled to indemnification by the Employer for losses incurred in connection with such claim. The indemnification obligations of the Employer shall survive from the Effective Date of this agreement and continue until three (3) months after the expiration of any applicable statute of limitations with respect to employee benefit plansany claim made against the Executive for which the Executive is or may be entitled to indemnification (the "Survival Period"), against all liability and loss suffered and expenses reasonably incurred by such personshall survive after the Survival Period with respect to any indemnification claim as to which the Employer has received notice on or prior to the end of the Survival Period. The Corporation shall indemnify Employer's belief regarding a person statute of limitations applicable to a claim, any position taken by the Employer in response to a claim, or the determination of any judicial, quasi-judicial, or arbitral body in connection with a proceeding initiated by such person only if claim and any statute of limitations applicable to a claim(s) shall in no event relieve the proceeding was authorized by Employer from its obligation to indemnify the Board of Directors Executive. The Employer shall prepay in full, and maintain fully during the Survival Period for the benefit of the Corporation. (B) The Corporation shall pay the expenses incurred Executive, on an "occurrence" basis, a directors and officers errors and omissions insurance policy, or a similar insurance policy(ies), providing coverage from a financially reputable carrier, in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled form and substance reasonably acceptable to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by Executive. Anything in this Article X agreement to the contrary notwithstanding, this Section 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of survive the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions termination of this Article X shall not adversely affect agreement for any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modificationreason.

Indemnification. (A) The Corporation shall indemnify and hold harmlessCompany agrees that in the event Executive is, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be be, made a party to any pending, contemplated or is otherwise involved in any threatened action, suit suit, arbitration or other proceeding, whether civil, criminal, administrative or investigative investigative, and whether formal or informal (each a "proceeding") “Proceeding”), by reason of the fact that heExecutive is or was, or had agreed to become, a person for whom he is the legal representative, is or was a directorBoard member, officer, employee employee, agent, representative or agent fiduciary of the Corporation Company, or is or was serving at the request of the Corporation Company as a directorboard member, officer, employee, agent or fiduciary or agent of another corporation Person, the Company shall indemnify and hold Executive harmless, to the maximum extent permitted by the Company’s governing documents or, if greater, by applicable law (but not in any event in contravention of the Company’s governing documents), against all expenses, damages, liabilities and losses incurred by Executive, provided that Executive acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of a partnershipthe Company, joint ventureand, trust, enterprise or non-profit entity, including service with respect to employee benefit plansany criminal Proceeding, against all liability and loss suffered and expenses reasonably incurred by had no reasonable cause to believe his conduct was unlawful; provided, further, that Executive shall not be entitled to any such person. The Corporation shall indemnify a person indemnification (A) in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board respect of Directors of the Corporation. any Proceeding based upon or attributable to Executive gaining in fact any personal profit or advantage to which he is not entitled or resulting from Executive’s fraudulent, dishonest or willful misconduct, (B) The Corporation shall pay to the expenses extent Executive has already received indemnification or payment pursuant to the Company’s operating agreement or other governing documents, D&O insurance or otherwise or (C) in respect of any Proceeding initiated by Executive, unless the Company has joined in or the Board has authorized such Proceeding. Expenses incurred by Executive in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that claim shall be paid by the payment of expenses incurred by a Director officer in his capacity as a Director or officer Company in advance of the final disposition of the proceeding shall be made only such claim upon receipt by the Company of an undertaking by the Director or officer on behalf of Executive to repay all amounts advanced such amount if it should shall be ultimately determined that the Director or officer Executive is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation Company pursuant to this Section 3(h). To the claimant may file suit to recover extent the unpaid amount Company maintains an insurance policy covering the errors and omissions of such claim andits Board members and officers, if successful in whole or in part, Executive shall be entitled to be paid covered by such policy during the expense Term and for six years following Executive’s termination of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any employment in a manner no less favorable than other rights which such person may have or hereafter acquire under any statute, provision Board members and officers of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwiseCompany. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (Ai) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or If Employee is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceedingPROCEEDING") ), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee director or agent officer of the Corporation Company or is or was serving at the request of the Corporation Company as a director, officer, employee, fiduciary fiduciary, or agent of another corporation or of a partnership, joint venture, trusttrust or other enterprise, enterprise Employee shall be indemnified and held harmless by the Company to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or non-profit entity, including service with respect to employee benefit plans, may hereafter be amended against all expense, liability and loss suffered (including attorneys' fees actually and expenses reasonably incurred by such person. The Corporation person in connection with such proceeding) and such indemnification shall inure to the benefit of his heirs, executors and administrators; PROVIDED, HOWEVER, that, except as provided in SECTION 12(j)(ii) hereof, the Company shall indemnify a any such person seeking indemnification in connection with a proceeding initiated by such person only if the such proceeding was authorized by the Board of Directors of the CorporationBoard. (Bii) The Corporation Any indemnification of Employee under SECTION 12(j)(i) or advance of expenses under SECTION 12(j)(iv) shall pay be made promptly, and in any event within 30 days, upon the written request of the Employee. If a determination by the Company that the Employee is entitled to indemnification pursuant to this SECTION 12(j) is required, and the Company fails to respond within sixty days to a written request for indemnity, the Company shall be deemed to have approved the request. If the Company denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this SECTION 12(j) shall be enforceable by the Employee in any court of competent jurisdiction. Employee's costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final dispositiondisposition where the required undertaking, PROVIDEDif any, HOWEVER, has been tendered to the Company) that the payment Employee has not met the standards of expenses conduct which make it permissible under the General Corporation Law of the State of Delaware for the Company to indemnify the Employee for the amount claimed, but the burden of such defense shall be on the Company. Neither the failure of the Company (including the Board, its independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the Employee is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Company (including the Board, its independent legal counsel, or its stockholders) that the Employee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Employee has not met the applicable standard of conduct. (iii) The Company may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Company or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the Company would have the power to indemnify such person against such liability under its bylaws or the provisions of this Agreement. (iv) Expenses incurred by Employee described in SECTION 12(j)(i) in defending a Director officer in his capacity as a Director or officer proceeding shall be paid by the Company in advance of the such proceeding's final disposition of unless otherwise determined by the proceeding shall be made only Board in the specific case upon receipt of an undertaking by or on behalf of the Director or officer Employee to repay all amounts advanced such amount if it should shall ultimately be ultimately determined that the Director or officer he is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable lawCompany. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmlessshall, to the fullest extent permitted by applicable law Section 145 of the DGCL and as it presently exists or may hereafter be amendedfurther provided in the Corporation’s by-laws, any each as amended from time to time, indemnify each person who was or is made a party or is threatened to be made a party to any threatened, pending or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") investigative, by reason of the fact that hesuch person is or was, or has agreed to become, a person for whom he is the legal representative, is director or was a director, officer, employee or agent officer of the Corporation Corporation, or is or was serving serving, or has agreed to serve, at the request of the Corporation Corporation, as a director, officerofficer or trustee of, employeeor in a similar capacity with, fiduciary or agent of another corporation or of a corporation, partnership, joint venture, trust, trust or other enterprise or non-profit entity, (including service with respect to any employee benefit plansplan), or by reason of any action alleged to have been taken or omitted in such capacity, against all liability expenses (including attorneys’ fees), judgments, fines and loss suffered amounts paid in settlement actually and expenses reasonably incurred by such person. The Corporation shall indemnify a person him or her or on his or her behalf in connection with a such action, suit or proceeding initiated by such person only if the proceeding was authorized and any appeal therefrom. Indemnification may include payment by the Board Corporation of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any an action or proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the such action or proceeding shall be made only upon receipt of an undertaking by the Director or officer person indemnified to repay all amounts advanced such payment if it should be is ultimately determined that the Director or officer such person is not entitled to be indemnified indemnification under this Article X, which undertaking may be accepted without reference to the financial ability of such person to make such repayment. The Corporation shall not indemnify any such person seeking indemnification in connection with a proceeding (or otherwise. (Cpart thereof) If a claim for initiated by such person unless the initiation thereof was approved by the Board of Directors or except and to the extent otherwise permitted in the Corporation’s by-laws or in an agreement between the Corporation and such person. The indemnification or payment of expenses, under rights provided in this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (Di) The rights conferred on any person by this Article X shall not be deemed exclusive of any other rights to which such person those indemnified may have be entitled under the Corporation’s by-laws, any law, agreement or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors directors or otherwise. , and (Eii) Any repeal or modification shall inure to the benefit of the foregoing provisions heirs, executors and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.X.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who If Executive was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceedingProceeding") ), by reason of the fact that he, he or a person for whom he is the legal representative, she is or was a director, officer, an officer or employee or agent of the Company or any of its affiliates, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or is or was serving at may hereafter be amended (but, in the request case of any such amendment, only to the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect extent that such amendment permits the Company to employee benefit plansprovide broader indemnification rights than permitted prior thereto), against all expense, liability and loss suffered (including attorneys' fees, judgments, fines, excise taxes or penalties and expenses amounts paid in settlement) reasonably incurred or suffered by Executive in connection therewith and such person. The Corporation indemnification shall continue as to Executive if he ceases to be an officer or employee and shall inure to the benefit of Executive's heirs, executors and administrators; provided, however, that the Company shall indemnify a person Executive in connection with a proceeding (or part thereof) initiated by such person Executive only if the proceeding such Proceeding (or part thereof) was authorized by the Board of Directors managing member of the Corporation. (B) Company. The Corporation right to indemnification conferred in this paragraph shall include the obligation of the Company to pay the expenses incurred in defending any such proceeding in advance of its final dispositiondisposition (an "Advance of Expenses"); provided, PROVIDEDhowever, HOWEVERthat, if and to the extent that the payment Delaware General Corporation Law requires, an Advance of expenses Expenses incurred by a Director officer Executive in his capacity as a Director an officer or officer in advance of the final disposition of the proceeding employee shall be made only upon receipt delivery to the Company of an undertaking undertaking, by the Director or officer on behalf of Executive, to repay all amounts so advanced if it should shall ultimately be ultimately determined by final judicial decision from which there is no further right to appeal that the Director or officer Executive is not entitled to be indemnified for such expenses under this Article paragraph or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to To the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who the DGCL: (a) The Company shall indemnify Indemnitee if Indemnitee was or is made or is threatened to be made a party to, or is otherwise involved in in, as a witness or otherwise, any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative or investigative (a "proceeding") and whether formal or informal, including appeals, by reason of the fact that he, or a person for whom he is the legal representative, Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Corporation Company, or is or was serving or has agreed to serve at the request of the Corporation Company as a director, officer, employee, fiduciary employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation or of a corporation, limited liability company, partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plansplan or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, in each case whether or not serving in such capacity at the time any liability or other amounts incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement is incurred. (b) The indemnification provided by this Section 1 shall be from and against all loss and liability and loss suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person. The Corporation shall indemnify a person or on behalf of Indemnitee in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporationaction, suit or proceeding, including any appeals or any claim, issue, or matter therein. (Bc) The Corporation shall pay If Indemnitee is entitled under any provision of this Agreement to indemnification by the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment Company for some or a portion of expenses incurred incurred, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. The parties agree that for purposes of determining such portion of the total expenses to which Indemnitee is entitled under this Section 1(c), such allocation as is certified by a Director officer in his capacity affidavit of Indemnitee’s counsel shall be presumed conclusively as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwisereasonable allocation. (Cd) If a claim The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification or payment in excess of expensesthat expressly permitted by statute, under this Article X is not paid in full within ninety days after a written claim therefor has been received including, without limitation, any indemnification provided by the Corporation Certificate of Incorporation, the claimant may file suit to recover the unpaid amount Bylaws, vote of such claim and, if successful in whole its stockholders or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under disinterested directors or applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (Aa) The Corporation shall indemnify and hold harmless, to the fullest full extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") investigative, by reason of the fact that he, such person or such person's testator or intestate is or was a person for whom he is director or officer of the legal representativeCorporation, is or was a director, officer, employee trustee, member, stockholder, partner, incorporator or agent liquidator of a Subsidiary of the Corporation Corporation, or is serves or was serving served at the request of the Corporation as a director, officer, employeetrustee, fiduciary member, stockholder, partner, incorporator or agent liquidator of another corporation or in any other capacity for any other enterprise. Expenses, including attorneys' fees and expenses, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Corporation promptly upon demand by such person and, if any such demand is made in advance of the final disposition of any such action, suit or proceeding, promptly upon receipt by the Corporation of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation. The rights provided to any person by this by-law shall be enforceable against the Corporation by such person, who shall be presumed to have relied upon it in serving or continuing to serve as a director or officer or in such other capacity as provided above. In addition, the rights provided to any person by this by-law shall survive the termination of such person as any such director, officer, trustee, member, stockholder, partner, incorporator or liquidator and, insofar as such person served at the request of the Corporation as a director, officer, trustee, member, stockholder, partner, incorporator or liquidator of or in any other capacity for any other enterprise, shall survive the termination of such request as to service prior to termination of such request. No amendment of this by-law shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. (b) Notwithstanding anything contained in this Section 7.4, except for proceedings to enforce rights provided in this Section 7.4, the Corporation shall not be obligated under this Section 7.4 to provide any indemnification or any payment or reimbursement of expenses to any director, officer or other person in connection with a proceeding (or part thereof) initiated by such person (which shall not include counterclaims or cross-claims initiated by others) unless the Board of Directors has authorized or consented to such proceeding (or part thereof) in a resolution adopted by the Board. (c) For purposes of this by-law, the term "Subsidiary" shall mean any corporation, partnership, limited liability company or other entity in which the Corporation owns, directly or indirectly, a majority of the economic or voting ownership interest; the term "other enterprise" shall include any corporation, partnership, limited liability company, joint venture, trust, enterprise association or non-profit entity, including service other unincorporated organization or other entity and any employee benefit plan; the term "officer," when used with respect to employee benefit plansthe Corporation, against all liability and loss suffered and expenses reasonably incurred shall refer to any officer elected by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized or appointed pursuant to authority granted by the Board of Directors of the Corporation pursuant to Section 5.1 of these by-laws, when used with respect to a Subsidiary or other enterprise that is a corporation, shall refer to any person elected or appointed pursuant to the by-laws of such Subsidiary or other enterprise or chosen in such manner as is prescribed by the by-laws of such Subsidiary or other enterprise or determined by the Board of Directors of such Subsidiary or other enterprise, and when used with respect to a Subsidiary or other enterprise that is not a corporation or is organized in a foreign jurisdiction, the term "officer" shall include in addition to any officer of such entity, any person serving in a similar capacity or as the manager of such entity; service "at the request of the Corporation. (B) The " shall include service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred be deemed to be indemnifiable expenses; and action by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of person with respect to an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights employee benefit plan which such person may have or hereafter acquire under any statute, provision reasonably believes to be in the interest of the Charter or Act participants and beneficiaries of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification such plan shall be deemed to be action not opposed to the best interests of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modificationCorporation.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDEDprovided, HOWEVER-------- however, that the payment of expenses incurred by a Director officer in his ------- capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (Aa) The Corporation To the full extent allowed by law, the Company shall hold harmless and indemnify the Employee, his executors, administrators or assigns, against any and hold harmlessall judgments, to penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including attorneys' fees) actually incurred by the fullest extent permitted Employee (net of any related insurance proceeds or other amounts received by applicable law as it presently exists the Employee or may hereafter be amendedpaid by or on behalf of the Company on the Employee's behalf in compensation of such judgments, penalties, fines, settlements or expenses) in connection with any person who was threatened, actual or is made or is threatened to be made a party or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, arbitral, administrative or investigative investigative, or any appeal in such action, suit or proceeding, to which the Employee was, is or is threatened to be made a named defendant or respondent (a "proceedingProceeding") by reason of the fact that he), or a because such person for whom he is the legal representative, is or was a director, officer, employee director or agent officer of the Corporation Company, or is or was serving at the request of the Corporation Company as a director, officer, partner, venturer, proprietor, trustee, employee, fiduciary agent or agent similar functionary (an "Affiliate Employee") of another corporation or of a corporation, partnership, joint venture, sole proprietorship, trust, enterprise or non-profit entity, including service with respect to employee benefit plansplan or other enterprise (each, against all liability and loss suffered and expenses reasonably incurred by such persona "Company Affiliate"). The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if Upon authorization of indemnification of the proceeding was authorized Employee by the Board of Directors in accordance with the applicable provisions of the Corporation. Nevada General Corporation Law (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition"NGCL"), PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding Employee shall be made only upon receipt of an undertaking by the Director or officer presumed to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid such indemnification under this Agreement upon submission of a Claim (as hereinafter defined). Thereafter, the expense of prosecuting such claim. In any such action the Corporation Company shall have the burden of proving proof to overcome the presumption that the claimant Employee is so entitled. Such presumption shall only be overcome by a judgment or other final adjudication, after all appeals and all time for appeals have expired ("Final Determination"), adverse to the Employee establishing that such indemnification is not permitted hereunder or by law. An actual determination by the Company (including its Board of Directors, legal counsel, or its stockholders) that the Employee has not met the applicable standard of conduct for indemnification shall not be a defense to the action or create a presumption that the Employee has not met the applicable standard of conduct. The purchase, establishment or maintenance of any Indemnification Arrangement shall not in any way diminish, restrict, limit or affect the rights and obligations of the Company or of the Employee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and the Employee shall not in any way diminish, restrict, limit or affect the Employee's right to indemnification from the Company or any other party or parties under any other indemnification arrangement, the Certificate of Incorporation or Bylaws of the Company, or the NGCL. (b) Subject only to the provisions of this Section 10(b), as long as the Employee shall continue to serve as an officer of the Company and, thereafter, as long as the Employee shall be subject to any possible Proceeding by reason of the fact that the Employee was or is an officer of the Company, the Company shall, unless no such policies are available in any market, purchase and maintain in effect for the benefit of the Employee one or more valid, binding and enforceable policies (the "Insurance Policies") of directors' and officers' liability insurance ("D&O Insurance") providing adequate liability coverage for the Employee's acts as an officer of the Company. The Company shall promptly notify the Employee of any lapse, amendment or failure to renew said policy or policies or any provision thereof relating to the extent or nature of coverage provided thereunder. In the event the Company does not purchase and maintain in effect said policy or policies of D&O Insurance pursuant to the provisions of this Section 10(b), the Company shall, to the full extent permitted by law, in addition to and not in limitation of the other rights granted the Employee under this Agreement, hold harmless and indemnify the Employee to the full extent of coverage which would otherwise have been provided for the benefit of the Employee pursuant to the Insurance Policies. (c) The Employee shall have the right to receive from the Company on demand, or at his option to have the Company pay promptly on his behalf, in advance of a Final Determination of a Proceeding all expenses payable by the Company pursuant to the terms of this Agreement as corresponding amounts are expended or incurred by the Employee in connection with such Proceeding or otherwise expended or incurred by the Employee (such amounts so expended or incurred being referred to as "Advanced Amounts"). In making any claim for payment by the Company of any expenses, including any Advanced Amount, pursuant to this Agreement, the Employee shall submit to the Company a written request for payment (a "Claim"), which includes a schedule setting forth in reasonable detail the dollar amount expended (or incurred or expected to be expended or incurred). Each item on such schedule shall be supported by the xxxx, agreement or other documentation relating thereto, a copy of which shall be appended to the schedule as an exhibit. Where the Employee is requesting Advanced Amounts, the Employee must also provide (i) written affirmation of such Employee's good faith belief that he has met the standard of conduct required by law for indemnification, and (ii) a written undertaking to repay such Advanced Amounts if a Final Determination is made that the Employee is not entitled to indemnification hereunder. (d) The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the requested indemnification Employee for an accounting of payment profits made from the purchase or sale by the Employee of expenses under applicable securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of any state statutory law or common law. (De) All agreements and obligations of the Company contained herein shall continue during the period the Employee is an employee of the Company and shall continue thereafter so long as the Employee shall be subject to any possible Proceeding by reason of the fact that the Employee was an officer of the Company. (f) Promptly after receipt by the Employee of notice of the commencement of any Proceeding, the Employee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof, but failure to so notify the Company will not relieve the Company from any liability which it may have to the Employee. With respect to any such Proceeding: (i) The rights conferred on any person by this Article X Company shall be entitled to participate therein at its own expense; (ii) Except with prior written consent of the Employee, the Company shall not be exclusive entitled to assume the defense of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise.Proceeding; and (Eiii) Any repeal or modification of the foregoing provisions of this Article X The Company shall not adversely affect settle any right Proceeding in any manner which would impose any penalty or protection hereunder of limitation on the Employee without the Employee's prior written consent. The Employee shall not settle any person in Proceeding with respect of to which the Employee has received indemnified amounts or Advanced Amounts without the Company's prior written consent, nor will the Employee unreasonably withhold consent to any act or omission occurring prior to the time of such repeal or modificationproposed settlement.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or If Employee is made or a party to, is threatened to be made a party to, or is otherwise involved in any action, suit suit, or proceeding, whether civil, criminal, administrative or investigative (a "proceedingProceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, or employee or agent of the Corporation Company or is or was serving at the request of the Corporation Company as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entityother enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation whether before, during or after expiration or termination of this Agreement, the Company shall indemnify a person in connection with a proceeding initiated by such person only if and hold Employee harmless to the proceeding was fullest extent authorized by the Board Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of Directors any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, liability, and loss (including attorneys fees, judgment fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by Employee in connection therewith, and such indemnification shall continue after Employee ceases to be a director, officer, employee, or agent of the Corporation. (B) Company and shall inure to the benefit of Employee's heirs, executors, and administrators. The Corporation right to indemnification conferred hereby shall pay include the right to be paid by the Company the reasonable expenses incurred in defending any proceeding Proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of disposition as such expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for are incurred. The indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X provided herein shall not be deemed exclusive of any other rights to which such person Employee may have or hereafter acquire be entitled under any statute, provision of the Charter or Act Certificate of Incorporation, these By-LawsBylaws, any agreement, or vote of stockholders or disinterested Directors directors of the Company, or otherwise. (E) Any repeal , both as to action in his official capacity and as to action in another capacity while holding such office or modification position, and shall continue with respect to action in such capacities even if Employee has thereafter ceased to be a director, officer, employee, or agent of the foregoing provisions of this Article X Company, and shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior inure to the time benefit of such repeal Employee's heirs, executors and administrators. Except in the case of fraudulent conduct or modificationtheft, embezzlement, or other criminal misappropriation of funds by Employee, then nothing in this Agreement waives the Company's obligations under this paragraph, even if Employee is terminated.

Indemnification. (A) The Corporation shall indemnify and hold harmless, With respect to the fullest extent permitted by applicable law Executive’s acts or failures to act during his or her employment in his or her capacity as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, an officer, employee or agent of the Corporation Company or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final dispositionaffiliates, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, Executive shall be entitled to indemnification from the Company, and to liability insurance coverage (if any) on the same basis as other officers of the Company. Executive shall be paid the expense of prosecuting such claim. In any such action the Corporation fully indemnified by Company, and Company shall have the burden of proving that the claimant was not entitled pay Executive’s related expenses (including attorneys’ fees and expert costs) when and as incurred, all to the requested indemnification of payment of expenses under applicable fullest extent permitted by law. (D) The rights conferred on any person by this Article X . Notwithstanding the foregoing, Executive shall not be exclusive of entitled to any indemnification if a final judgment or other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of final adjudication establishes that any act or omission occurring prior of Executive was material to the time cause of action so adjudicated and that such repeal act or modificationomission constituted: (a) a criminal violation, unless Executive had reasonable cause to believe that Executive’s conduct was lawful or had no reasonable cause to believe that such conduct was unlawful, (b) a transaction from which Executive personally derived an improper financial benefit that was not disclosed to the Company, or (c) willful misconduct or a conscious and reckless disregard for the best interests of the Company. In addition, if the Executive is adjudged not entitled to indemnification, then he shall repay to the Company the aggregate of all expenses paid by the Company on his behalf under this Section 8 with respect to the act or omission for which indemnification is not available. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or plea of nolo contendre or its equivalent, shall not of itself, create a presumption that the Executive had no reasonable cause to believe that his conduct was lawful. The indemnification provided in this Section shall not be deemed exclusive and shall be in addition to any other indemnification rights and/or remedies to which the Executive might be entitled to under the law, another agreement or otherwise.

Indemnification. (A) The Corporation Employer shall indemnify and hold harmlessthe Executive against all losses, to the fullest extent permitted by applicable law as it presently exists claims, expenses, or may hereafter be amended, other liabilities of any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") nature arising by reason of the fact that he, or a person for whom he is the legal representative, : (a) is or was a director, officer, employee, or agent of the Employer or any of its subsidiaries or affiliates; or (b) while a director, officer, employee or agent of the Corporation Employer or any of its subsidiaries or affiliates, is or was serving at the request of the Corporation Employer as a director, officer, partner, venturer, proprietor, trustee, employee, fiduciary agent or agent similar functionary of another corporation or of a corporation, partnership, joint venture, trust, enterprise employee benefit plan or other entity, in each case to the fullest extent permitted under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Without limiting the generality of the foregoing, the Executive shall be entitled in connection with his employment and in connection with his services as an officer and director of the Employer to the benefit of the provisions relating to indemnification and advancement of defense costs and expenses contained in the bylaws and certificate of incorporation of the Employer, as the same in the future may be amended (not including any amendments or additions that limit or narrow, but including any that add to or broaden, the protection afforded to the Executive), to the fullest extent permitted by applicable law. The Employer shall advance to the Executive all costs of investigation or defense incurred by the Executive in connection with any pending or threatened claim for which the Executive may be entitled to indemnification hereunder, provided that the Executive shall agree to return to the Employer any such reimbursed amounts, without interest, if it is determined in a final, non-profit entity, including service appealable judgment by a Court of competent jurisdiction that the Executive is not entitled to indemnification by the Employer for losses incurred in connection with such claim. The indemnification obligations of the Employer shall survive from the Effective Date of this agreement and continue until three (3) months after the expiration of any applicable statute of limitations with respect to employee benefit plansany claim made against the Executive for which the Executive is or may be entitled to indemnification (the “Survival Period”), against all liability and loss suffered and expenses reasonably incurred by such personshall survive after the Survival Period with respect to any indemnification claim as to which the Employer has received notice on or prior to the end of the Survival Period. The Corporation shall indemnify Employer’s belief regarding a person statute of limitations applicable to a claim, any position taken by the Employer in response to a claim, or the determination of any judicial, quasi-judicial, or arbitral body in connection with a proceeding initiated by such person only if claim and any statute of limitations applicable to a claim(s) shall in no event relieve the proceeding was authorized by Employer from its obligation to indemnify the Board of Directors Executive. The Employer shall prepay in full, and maintain fully during the Survival Period for the benefit of the Corporation. (B) The Corporation shall pay the expenses incurred Executive, on an “occurrence” basis, a directors and officers errors and omissions insurance policy, or a similar insurance policy(ies), providing coverage from a financially reputable carrier. Anything in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled agreement to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by contrary notwithstanding, this Article X Section 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of survive the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions termination of this Article X shall not adversely affect agreement for any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modificationreason.

Indemnification. (Aa) The Corporation shall indemnify and hold harmlessIf, to after the fullest extent permitted by applicable law as it presently exists or may hereafter be amendeddate of the commencement of the Employment Period, any person who was or the Executive is made a party or is threatened to be made a party or is otherwise involved in to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceedingProceeding") ), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee director or agent officer of the Corporation Company or is or was serving at the request of the Corporation Company as a director, officer, employeemember, fiduciary employee or agent of another corporation or of a partnership, joint venture, trust, enterprise trust or non-profit entityother enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is an alleged act or failure to act in an official capacity as a director, officer, member, employee or agent, he shall be indemnified and held harmless by the Company to the fullest extent authorized by Delaware law, as the same exists or may hereafter be amended, against all expense, liability and loss suffered (including, without limitation, attorney's fees, judgments, fines and expenses amounts paid or to be paid in settlement) reasonably incurred or suffered by such person. The Corporation shall indemnify a person the Executive in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board herewith, including , without limitation, payment of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of Proceeding prior to the final disposition of the proceeding shall be made only upon such Proceeding (subject to receipt of an undertaking by the Director or officer Executive to repay all amounts advanced such amount if it should shall ultimately be ultimately determined that the Director or officer Executive is not entitled to be indemnified by the Company under this Article Delaware law), and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee or otherwiseagent of the Company or other enterprise and shall inure to the benefit of his heirs, executors and administrators. (Cb) If a claim for The right of indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by and the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by incurred in defending a Proceeding in advance of its final disposition conferring in this Article X Section 6 shall not be exclusive of any other rights which such person right that the Executive may have or hereafter may acquire under any statute, provision of the Charter Certificate of Incorporation or Act Bylaws of Incorporation, these By-Lawsthe Company, agreement, vote of stockholders shareholders or disinterested Directors directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who If Executive was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") “Proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, she is or was a director, officer, an officer or employee or agent of the Company or any of its affiliates, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or is or was serving at may hereafter be amended (but, in the request case of any such amendment, only to the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect extent that such amendment permits the Company to employee benefit plansprovide broader indemnification rights than permitted prior thereto), against all expense, liability and loss suffered (including attorneys’ fees, judgments, fines, excise taxes or penalties and expenses amounts paid in settlement) reasonably incurred or suffered by Executive in connection therewith and such person. The Corporation indemnification shall continue as to Executive if she ceases to be an officer or employee and shall inure to the benefit of Executive's heirs, executors and administrators; provided, however, that the Company shall indemnify a person Executive in connection with a proceeding Proceeding (or part thereof) initiated by such person Executive only if the proceeding such Proceeding (or part thereof) was authorized by the Board of Directors managing member of the Corporation. (B) Company. The Corporation right to indemnification conferred in this paragraph shall include the obligation of the Company to pay the expenses incurred in defending any proceeding such Proceeding in advance of its final dispositiondisposition (an “Advance of Expenses”); provided, PROVIDEDhowever, HOWEVERthat, if and to the extent that the payment Delaware General Corporation Law requires, an Advance of expenses Expenses incurred by a Director officer Executive in his her capacity as a Director an officer or officer in advance of the final disposition of the proceeding employee shall be made only upon receipt delivery to the Company of an undertaking undertaking, by the Director or officer on behalf of Executive, to repay all amounts so advanced if it should shall ultimately be ultimately determined by final judicial decision from which there is no further right to appeal that the Director or officer Executive is not entitled to be indemnified for such expenses under this Article paragraph or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (Aa) The Corporation shall indemnify and hold harmlessPartnership shall, to the fullest extent permitted by applicable law as it presently exists law, indemnify each Indemnitee against expenses (including legal fees and expenses), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such Indemnitee, in connection with any threatened, pending or may hereafter be amendedcompleted claim, any person who demand, action, suit or proceeding to which such Indemnitee was or is made a party or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, Indemnitee’s status as (x) a general partner or a person for whom he is the legal representative, is affiliate thereof or was (y) a director, officer, employee manager, member, partner, employee, or agent of the Corporation Manager or is an affiliate or was (z) a person serving at the request of the Corporation as Manager in another entity in a directorsimilar capacity and which relates to this Agreement or the property, officerbusiness, employee, fiduciary affairs or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors management of the CorporationPartnership (provided the Indemnitee acted in good faith and the act or omission which is the basis of such demand, claim, action, suit or proceeding does not involve the gross negligence or willful misconduct of such Indemnitee). (Bb) The Corporation shall pay the expenses Expenses (including legal fees and expenses) incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that subject to Section 3.2(a) shall be paid by the payment of expenses incurred by a Director officer in his capacity as a Director or officer Partnership in advance of the final disposition of the such proceeding shall be made only upon receipt of an undertaking (which need not be secured) by or on behalf of the Director or officer Indemnitee to repay all amounts advanced such amount if it should shall ultimately be ultimately determined determined, by a court of competent jurisdiction, that the Director or officer Indemnitee is not entitled to be indemnified under this Article or otherwiseby the Partnership as authorized hereunder. (Cc) If The indemnification provided by Section 3.2(a) shall be in addition to any other rights to which an Indemnitee may be entitled and shall continue as to an Indemnitee who has ceased to serve in a claim capacity for which the Indemnitee is entitled to indemnification and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee. (d) To the extent commercially reasonable, the Partnership shall purchase and maintain insurance on behalf of the Indemnitees against any liability which may be asserted against or payment expense which may be incurred by such Indemnitees in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify such Indemnitees against such liability under the provisions of expenses, under this Article X is Agreement. (e) An Indemnitee shall not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful be denied indemnification in whole or in part, shall be entitled part under Section 3.2(a) because the Indemnitee had an interest in the transaction with respect to be paid which the expense indemnification applies if the transaction was otherwise permitted by the terms of prosecuting such claim. In any such action this Agreement and the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable lawPartnership Agreement. (Df) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X III are for the benefit of the Indemnitees and the heirs, successors, assigns, administrators and personal representatives of the Indemnitees and shall not adversely affect be deemed to create any right or protection hereunder rights for the benefit of any other persons. (g) As used in this Agreement, the term “affiliate” means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with, the person in respect of any act or omission occurring prior to the time of such repeal or modificationquestion.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who If Executive was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") “Proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, an officer or employee or agent of the Company or any of its affiliates, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or is or was serving at may hereafter be amended (but, in the request case of any such amendment, only to the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect extent that such amendment permits the Company to employee benefit plansprovide broader indemnification rights than permitted prior thereto), against all expense, liability and loss suffered (including attorneys' fees, judgments, fines, excise taxes or penalties and expenses amounts paid in settlement) reasonably incurred or suffered by Executive in connection therewith and such person. The Corporation indemnification shall continue as to Executive if he ceases to be an officer or employee and shall inure to the benefit of Executive's heirs, executors and administrators; provided, however, that the Company shall indemnify a person Executive in connection with a proceeding Proceeding (or part thereof) initiated by such person Executive only if the proceeding such Proceeding (or part thereof) was authorized by the Board of Directors managing member of the Corporation. (B) Company. The Corporation right to indemnification conferred in this paragraph shall include the obligation of the Company to pay the expenses incurred in defending any proceeding such Proceeding in advance of its final dispositiondisposition (an “Advance of Expenses”); provided, PROVIDEDhowever, HOWEVERthat, if and to the extent that the payment Delaware General Corporation Law requires, an Advance of expenses Expenses incurred by a Director officer Executive in his capacity as a Director an officer or officer in advance of the final disposition of the proceeding employee shall be made only upon receipt delivery to the Company of an undertaking undertaking, by the Director or officer on behalf of Executive, to repay all amounts so advanced if it should shall ultimately be ultimately determined by final judicial decision from which there is no further right to appeal that the Director or officer Executive is not entitled to be indemnified for such expenses under this Article paragraph or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (Aa) The Corporation Employer shall indemnify and hold harmless, Executive to the fullest extent permitted by applicable Tennessee law as it presently exists or may hereafter be amendedin effect on the date hereof against all costs, any person who was or is made or is threatened to be made expenses, liabilities and losses (including, without limitation, attorneys' fees, judgments, fines, penalties, ERISA excise taxes, penalties and amounts paid in settlement) reasonably incurred by Executive in connection with a party or is otherwise involved in Proceeding. For the purposes of this Section 14, a "Proceeding" shall mean any action, suit or proceeding, whether civil, criminal, administrative or investigative (investigative, in which Executive is made, or is threatened to be made, a "proceeding") party to, or a witness in, such action, suit or proceeding by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, an officer, director or employee or agent of the Corporation Employer or is or was serving as an officer, director, member, employee, trustee or agent of any other entity at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect Employer. (b) Employer shall advance to employee benefit plans, against Executive all liability and loss suffered reasonable costs and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated Proceeding within 10 days after receipt by Employer of a written request for such person only if the proceeding was authorized by the Board of Directors advance. Such request shall include an itemized list of the Corporation. (B) The Corporation shall pay the costs and expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of and an undertaking by the Director or officer Executive to repay all amounts advanced the amount of such advance if ultimately it should shall be ultimately determined that the Director or officer he is not entitled to be indemnified under this Article or otherwiseagainst such costs and expenses. (Cc) If a claim for indemnification or payment Executive in fact meets the applicable standard of expensesconduct, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, he shall be entitled to be paid indemnification whether or not Employer (whether by the expense Board, the shareholders, independent legal counsel or other party) determines that indemnification is proper because he has met such applicable standard of prosecuting conduct. Neither the failure of Employer to have made such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled a determination prior to the requested indemnification commencement by Executive of payment any suit or arbitration proceeding seeking indemnification, nor a determination by Employer that Executive has not met such applicable standard of expenses under conduct, shall create a presumption that Executive has not met the applicable lawstandard of conduct. (Dd) The rights conferred on any person by this Article X Employer shall not be exclusive of settle any other rights Proceeding or claim in any manner which such person may have would impose on Executive any penalty or hereafter acquire under limitation without Executive's prior written consent. Neither Employer nor Executive will withhold consent to any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwiseproposed settlement unreasonably. (Ee) Any repeal or modification Employer shall maintain a policy of the foregoing provisions directors and officers liability insurance in a reasonable amount of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modificationcoverage.

Indemnification. (Aa) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or If Executive is made a party or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a "“proceeding") ”), by reason of the fact that he, he or a person for whom he is the legal representative, she is or was a director, officer, employee director or agent an officer of the Corporation Company or is or was serving at the request of the Corporation Company as a director, officer, employee, fiduciary employee or agent of another corporation or of a partnership, joint venture, trust, enterprise trust or non-profit entityother enterprise, including service with respect to an employee benefit plansplan (hereinafter, a “Covered Person”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, against all expense, liability and loss suffered (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and expenses amounts paid in settlement) reasonably incurred or suffered by such person. The Corporation Covered Person in connection therewith; provided, however, that, except as provided in Section 24(e) hereof with respect to proceedings to enforce rights to indemnification, the Company shall indemnify a person any such Covered Person in connection with a proceeding (or part thereof) initiated by such person Covered Person only if the such proceeding (or part thereof) was authorized by the Board of Directors of the CorporationBoard. (Bb) The Corporation Company shall pay the expenses (including attorneys’ fees) incurred by Executive in defending any such proceeding in advance of its final dispositiondisposition (hereinafter, PROVIDEDan “advancement of expenses”), HOWEVERprovided, that however, that, if the payment Delaware General Corporation Law so requires, an advancement of expenses incurred by a Director officer Executive in his or her capacity as a Director or officer in advance of the final disposition of the proceeding such shall be made only upon receipt delivery to the Company of an undertaking (hereinafter, an “Undertaking”), by the Director or officer on behalf of such Executive, to repay all amounts so advanced if it should shall ultimately be ultimately determined by final judicial decision from which there is no further right to appeal (hereinafter, a “Final Adjudication”) that the Director or officer is Executive was not entitled to be indemnified for such expenses under this Article Section 24 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Subsections 24(a) and (b) hereof shall be contract rights and such rights shall continue even after Executive ceases to be employed by the Company and shall inure to the benefit of Executive’s heirs, executors and administrators. (Cc) If a claim for indemnification under Section 24(a) or payment of expenses, under this Article X (b) hereof is not paid in full by the Company within ninety sixty (60) days after a written claim therefor therefore has been received by the Corporation Company, except in the claimant case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, Executive may file at any time thereafter bring suit against the Company to recover the unpaid amount of such claim and, if the claim. If Executive is successful in whole or in partpart in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an Undertaking, Executive shall be entitled to be paid also the expense of prosecuting or defending such claimsuit. In (i) any suit brought by Executive to enforce a right to indemnification hereunder (but not in a suit brought by Executive to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that, Executive has not met the applicable standard for indemnification set forth in the Delaware General Corporation Law. To the fullest extent permitted by law, neither the failure of the Company (including its disinterested directors, committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of Executive is proper in the circumstances because the Executive has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company (including its disinterested directors, committee thereof, independent legal counsel or its stockholders) that Executive has not met such applicable standard of conduct, shall create a presumption that Executive has not met the applicable standard of conduct or, in the case of such a suit brought by Executive, be a defense to such suit. In any such action suit brought by Executive to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation shall have Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the claimant was Executive is not entitled to be indemnified, or to such advancement of expenses, under this Section 24 or otherwise shall, to the requested indemnification of payment of expenses under applicable extent permitted by law, be on the Company. (Dd) The rights to indemnification and to the advancement of expenses conferred on any person by in this Article X Section 24 shall not be exclusive of any other rights right of indemnification which such Executive or any other person may have or hereafter acquire under by any statute, provision the Company’s Certificate of the Charter Incorporation or Act of Incorporation, these By-LawsBylaws, agreement, vote of stockholders or disinterested Directors directors or otherwise, including all rights of indemnification provided by the Indemnification Agreement entered into by Executive and the Company dated as of December 1, 2009. (Ee) Any repeal The Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or modification agent of the foregoing provisions of this Article X shall Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not adversely affect any right the Company would have the power to indemnify such person against such expense, liability or protection hereunder of any person in respect of any act or omission occurring prior to loss under the time of such repeal or modificationDelaware General Corporation Law.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to If the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or Executive is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (herein a "“proceeding") ”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a an employee (which term includes officer, director, officer, employee or agent and any other capacity) of the Corporation Company or is or was serving at the request of the Corporation Company as a director, officer, employee, fiduciary an employee or agent of another corporation or of a partnership, joint venture, trust, enterprise trust or non-profit entityother enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as an employee or agent or in any other capacity while serving as an employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by applicable law, against all expense, liability and loss (including, but not limited to, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) incurred or suffered by Executive in connection therewith. In addition, such indemnification shall continue as to the Executive after he has ceased to be a director, officer, employee or agent and expenses reasonably incurred by such person. The Corporation shall inure to the benefit of the Executive’s heir, executors, and administrators for the applicable statute of limitations; provided, however, that the Company shall indemnify a any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person the Executive (other than a proceeding to enforce this paragraph 9. only if the such proceeding (or part thereof) was authorized directly or indirectly by the Board of Directors of Company’s Board. The right to indemnification conferred in this paragraph shall be a contract right and shall include the Corporation. (B) The Corporation shall pay right to be, promptly upon request, paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition; provided, PROVIDED, HOWEVERhowever, that if the General Corporation Law of the State of Delaware requires the payment of such expenses incurred by a Director officer an employee in his capacity as an employee (and not in any other capacity in which service was or is rendered by such person while a Director director or officer officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of the proceeding a proceeding, payment shall be made only upon receipt delivery to the Company of an undertaking undertaking, by or on behalf of the Director or officer Executive, to repay all amounts so advanced if it should shall ultimately be ultimately determined that the Director or officer Executive is not entitled to be indemnified under this Article paragraph or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who Executive if he was or is made a party or is threatened to be made a party to any threatened, pending or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"including, without limitation, an action by or in the right of the Company) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation Company, or is or was serving at the request of the Corporation Company as a director, trustee, officer, employee, fiduciary partner, joint venturer or agent of another corporation or of a corporation, partnership, joint venture, trusttrust or other enterprise, enterprise against expenses (including attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or non-profit entityproceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, including service and, with respect to employee benefit plansany criminal action, against all liability suit or proceeding, had no reasonable cause to believe his conduct was unlawful. No indemnification shall be made in respect of any derivative claim, issue or matter as to which Executive shall have been adjudged to be liable to the Company unless, and loss suffered and expenses reasonably incurred by only to the extent that, the court in which such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the action, suit or proceeding was authorized by brought shall determine upon application that, despite the Board adjudication of Directors liability, but in view of all the circumstances of the Corporation. case, Executive is fairly and reasonably entitled to indemnity for such expenses. Expenses (Bincluding reasonable attorneys’ fees and expenses) The Corporation shall pay the expenses incurred in defending any civil or criminal action, suit or proceeding referred to in advance of its final disposition, PROVIDED, HOWEVER, that this Section shall be paid by the payment of expenses incurred by a Director officer in his capacity as a Director or officer Company in advance of the final disposition of the such action, suit or proceeding shall be made only upon receipt of an undertaking by the Director or officer on behalf of Executive to repay all amounts advanced if such amount, unless it should shall ultimately be ultimately determined that the Director or officer he is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful Company as authorized in whole or in part, shall be entitled to be paid the expense of prosecuting such claimthis Section. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested The indemnification of payment of expenses under applicable law. (D) The rights conferred on any person provided by this Article X Section shall not be deemed exclusive of any other rights to which such person Executive may have be entitled under the common law, the Ohio corporate law or hereafter acquire under any statute, provision the charter documents of the Charter Company or Act of Incorporation, these By-Laws, any agreement, vote of stockholders its shareholders or disinterested Directors directors, or otherwise, both as to action in his official capacity or as to action in another capacity while holding such office. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. Executive shall be entitled to the protection of any insurance policies that Salem may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding (Aother than any action, suit or proceeding arising under or relating to this Agreement) to which Executive may be made a party by reason of (i) his being or having been a director, officer or employee of the Company or any of its subsidiaries, or (ii) his serving or having served any other enterprise as a director, officer or employee at the request of the Company (the duties described in (i) and (ii) hereof are collectively referred to herein as the “Indemnified Duties”). The Corporation Company shall indemnify Executive against all costs, charges and hold harmlessexpenses incurred or sustained by him in connection with any action, suit or proceeding to which Executive may be made a party by reason of the Indemnified Duties to the fullest extent permitted by applicable law as it presently exists or may hereafter be amendedlaw, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason effect at the time of the fact that hesubject act or omission, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect and shall advance to employee benefit plans, against all liability and loss suffered Executive reasonable attorneys’ fees and expenses reasonably as such fees and expenses are incurred by (subject to an undertaking from Executive to repay such person. The Corporation advances if it shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred be finally determined by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer judicial decision which is not entitled subject to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving further appeal that the claimant Executive was not entitled to the requested indemnification reimbursement of payment such fees and expenses). The Company covenants to maintain during Executive’s employment for the benefit of expenses under applicable law. Executive (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision in his capacity as an officer of the Charter or Act of IncorporationCompany) Directors’ and Officers’ Insurance providing benefits to Executive no less favorable, these By-Lawstaken as a whole, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of than the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior benefits provided to the time senior executives of SCC by the Directors’ and Officers’ Insurance maintained by Salem on the date hereof; provided, however, that the board of directors of SCC may elect to terminate Directors’ and Officers’ Insurance for all officers and directors, including Executive, if the board of directors of SCC determines in good faith that such repeal insurance is not available or modificationis available only at unreasonable expense.

Indemnification. (A) The Corporation shall indemnify and hold harmlessIn connection with any threatened, to the fullest extent permitted by applicable law as it presently exists pending or may hereafter be amendedcompleted claim, any person who was or is made or is threatened to be made a party or is otherwise involved in any demand, liability, action, suit suit, arbitration or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") investigative, or any appeal therefrom, whether by reason or in the right of Employer or otherwise, arising out of or relating to the fact that he, or a person for whom he is the legal representative, Employee is or was a director, officer, employee or agent of the Corporation Employer, or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another Employer in any such role for any other corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect or by reason of anything done or not done by the Employee in any such capacity, Employer hereby expressly agrees and shall indemnify and hold Employee harmless, to employee benefit plansthe fullest extent authorized by law, against any and all liability expenses (including, without limitation, attorneys’ fees and loss suffered all other costs, expenses or obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal) any such matter), damages, judgments, fines and expenses amounts paid in settlement, as actually and reasonably incurred by such person. The Corporation shall indemnify a person Employee in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final dispositiontherewith, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of except where such claim andor action results from the Employee’s willful misconduct or gross negligence. In the event that both Employee and Employer are made a party to the same action, if successful in whole complaint, suit, arbitration or in partproceeding, Employee shall be entitled to engage separate legal counsel and, except where such claim or action results from the Employee’s willful misconduct or gross negligence, Employer shall pay all costs, expenses or obligations paid or incurred in connection with such separate legal counsel. Further, while Employee agrees at all times to use Employee’s best efforts to discharge faithfully his duties under this Agreement, Employee cannot be paid held liable to Employer for a breach of his duty of care, acts or omissions made in good faith where Employee has not exhibited willful misconduct, gross neglect or performed criminal or fraudulent acts. Employer shall promptly pay (or advance to Employee, to the expense fullest extent authorized by law) on behalf of prosecuting such claimand for Employee, upon presentation of invoices, any and all amounts for which indemnification is provided under this Section 3(e). In addition, Employer shall purchase and maintain directors’ and officers’ liability insurance in an amount and in a form customarily held by companies situated similarly to Employer, and Employee shall be a beneficiary of such policy or policies. Notwithstanding any such action the Corporation shall have the burden of proving that the claimant was not entitled statement contained in this Agreement to the requested indemnification contrary, the obligations of payment of expenses under applicable law. (DEmployer set forth in this Section 3(e) The rights conferred on shall survive any person by this Article X shall not be exclusive of any other rights which such person may have termination or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions expiration of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modificationAgreement.

Indemnification. (A) The Corporation shall NTA is an independent contractor providing the Client with the administration of mandated and/or non-mandated drug intervention programs described herein. Since NTA relies on Client to provide current and proper information, Client agrees to indemnify and hold harmlessharmless NTA from and against any and all claims arising out of NTA’s reporting of data or analytical results to Client, which are false or incorrect, whether as result of willful, intentional or negligent act or omission. NTA does not have any control over or assume liability for the enforcement of the Clients policies or for the actions of the Client’s personnel. As an independent contractor, NTA shall not be deemed to be engaged either directly or indirectly in the business of the Client nor deemed to be an agent of the Client, except to the fullest extent permitted necessary to comply with the Department of Transportation, or Client contract testing mandates. The Client agrees to indemnify and hold harmless NTA, its officers, employees, parent companies, subsidiaries and affiliates from any liability, loss, or damage resulting from any claim brought by applicable law as it presently exists third parties, of whatever nature, allegedly, arising out of or may hereafter be amendedresulting from any willful act or any negligent act or omission on the part of the Client, regardless of whether or not the party bringing the claim actually prevails. Indemnification of NTA shall in every case include attorney’s fees, investigator’s fees and court costs, incurred by NTA in connection with defending such claim or legal action and obtaining reimbursement from Client. In the event of any person who was or asserted claim, Client shall provide NTA with written notice of any such claim within ten (10) days after such claim is made or is threatened to be made a party or is otherwise involved threatened, which notice must specify in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason reasonable detail the nature and amount of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service claim. Client shall further provide NTA with any information and cooperation with respect to employee benefit plansthe claim as NTA may reasonably require. Further, against Client shall cooperate and take all liability measures as NTA may reasonably request to preserve and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending protect any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled defense to the requested indemnification of payment of expenses under applicable lawclaim. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (A) The Corporation BNC Bancorp shall indemnify the Executive or cause the Executive to be indemnified with respect to his activities as a director, officer, employee, or agent of BNC Bancorp or Bank of North Carolina or as a person who is serving or has served at the request of BNC Bancorp (a “representative”) as a director, officer, employee, agent, or trustee of an affiliated corporation, joint venture trust or other enterprise, domestic or foreign, in which BNC Bancorp has a direct or indirect ownership interest against expenses (including without limitation attorneys’ fees, judgments, fines, and hold harmlessamounts paid in settlement) actually and reasonably incurred by him (“Expenses”) in connection with any claim against the Executive that is the subject of any threatened, pending, or completed action, suit, or other type of proceeding, whether civil, criminal, administrative, investigative, or otherwise and whether formal or informal (a “Proceeding”), to which the fullest extent permitted by applicable law as it presently exists or may hereafter be amendedExecutive was, any person who was or is made is, or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, Executive being or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as having been such a director, officer, employee, fiduciary agent, or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personrepresentative. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X provided herein shall not be exclusive of any other rights indemnification or right to which such person the Executive may have be entitled and shall continue after the Executive has ceased to occupy a position as an officer, director, employee, agent or hereafter acquire under any statute, provision representative with respect to Proceedings relating to or arising out of the Charter Executive’s acts or Act of Incorporationomissions during his service in such position. The benefits provided to the Executive under this Employment Agreement for the Executive’s service as a representative shall be payable if and only if and only to the extent that reimbursement to the Executive by the affiliated entity with which the Executive has served as a representative, these By-Laws, whether pursuant to agreement, vote applicable law, articles of stockholders incorporation or disinterested Directors association, by-laws or otherwise. (E) Any repeal or modification regulations of the foregoing provisions entity, or insurance maintained by such affiliated entity, is insufficient to compensate the Executive for Expenses actually incurred and otherwise payable by BNC under this Employment Agreement. Any payments in fact made to or on behalf of this Article X the Executive directly or indirectly by the affiliated entity with which the Executive served as a representative shall not adversely affect any right or protection hereunder reduce the obligation of any person in respect of any act or omission occurring prior to the time of such repeal or modificationBNC hereunder.

Indemnification. (Aa) The Corporation No Manager or Member of the Company shall indemnify be liable to the Company or its Members for monetary damages for an act or omission in such person's capacity as a Manager or a Member, except for (i) acts or omissions which the Manager knew at the time of the acts or omissions were clearly in conflict with the interests of the Company; (ii) any transaction from which the Manager derived an improper personal benefit; or (iii) acts or omissions occurring prior to the date this provision becomes effective. If the Act is amended to authorize action further eliminating or limiting the liability the Manager and hold harmlessMembers, then the liability of the Managers and Members of the Company shall be eliminated or limited to the fullest extent permitted by applicable law the Act as it presently exists so amended. Any repeal or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason modification of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent governing sections of the Corporation Act shall not adversely affect the right or is or was serving at the request protection of the Corporation as a director, officer, employee, fiduciary Managers and Members existing immediately before such repeal or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporationmodification. (Bb) The Corporation Company shall pay indemnify the expenses incurred in defending any proceeding in Managers and Members to the fullest extent permitted or required by the Act, as amended from time to time, and the Company may advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by the Manager or a Director officer in his capacity as a Director or officer in advance Member upon the approval of the final disposition of Manager and the proceeding shall be made only upon receipt by the Company of an undertaking by whereby such Manager or Member agrees to reimburse the Director or officer to repay all amounts advanced Company if in the event it should shall ultimately be ultimately determined that the Director such Manager or officer Member is not entitled to be indemnified by the Company against such expenses. The Company may also indemnify its employees and other representatives or agents up to the fullest extent permitted under this Article the Act or otherwiseother applicable law, provided that the indemnification in each such situation is first approved by the Manager. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (Dc) The rights conferred on any person indemnification provided by this Article X shall not Agreement shall: (i) be deemed exclusive of any other rights to which such a person seeking indemnification may have or hereafter acquire be entitled under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders Members or disinterested Directors Managers, or otherwise, both as to action in official capacities and as to action in another capacity while holding such office; (ii) continue as to a Person who ceases to be a Manager or a Member; (iii) inure to the benefit of the estate, heirs, executors, administrators or other successors of an indemnitee; and (iv) not be deemed to create any rights for the benefit of any other person or entity. (Ed) Any repeal The details concerning any action to limit the liability, indemnify or modification advance expenses to a Manager, a Member or other person, taken by the Company shall be reported in writing to the Members with or before the notice or waiver of notice of the foregoing provisions next Members' meeting or with or before the next submission to Members of this Article X shall not adversely affect any right or protection hereunder a consent to action without a meeting or, if sooner, separately within ninety (90) days immediately following the date of any person in respect of any act or omission occurring prior to the time of such repeal or modificationaction.

Indemnification. (A) The Corporation Employee shall indemnify be entitled to the benefits of all provisions of the Certificate of Incorporation and hold harmlessBylaws of the Company, each as amended, that provide for indemnification of officers and directors of the Company. In addition, without limiting the indemnification provisions of the Certificate of Incorporation or Bylaws, to the fullest extent permitted by applicable law as it presently exists law, the Company shall indemnify and save and hold harmless the Employee from and against, and pay or may hereafter be amendedreimburse, any person who was and all claims, demands, liabilities, costs and expenses, including judgments, fines or amounts paid on account thereof (whether in settlement or otherwise), and reasonable expenses, including attorneys’ fees actually and reasonably incurred (including, but not limited to, investigating, preparing, pursuing or defending any action, suit, investigation, proceeding, claim or liability if the Employee is made or is threatened to be made a party to or is otherwise involved witness in any action, suit suit, investigation or proceeding, or if a claim or liability is asserted or threatened to be asserted against Employee (whether civilor not in the right of the Company), criminal, administrative or investigative (a "proceeding") by reason of the fact that he, he was or a person for whom he is the legal representative, is or was a director, officerofficer or employee, employee or agent acted in such capacity on behalf of the Corporation Company, or is the rendering of services by the Employee pursuant to this Agreement or was serving at the request of Employee’s prior employment agreement with the Corporation as Company, whether or not the same shall proceed to judgment or be settled or otherwise brought to a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person conclusion (except only if and to the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, extent that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding such amounts shall be made only upon receipt of an finally adjudged to have been caused by Employee’s willful misconduct or gross negligence). Upon the Employee’s request, the Company will advance any reasonable expenses or costs, subject to the Employee undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined any such advances in the event there is an unappealable final determination that the Director or officer Employee is not entitled to indemnification for such expenses. Employee shall be indemnified entitled to indemnification under this Article Section regardless of any subsequent amendment of the Certificate of Incorporation or otherwise. (C) If a claim for indemnification or payment of expensesthe Bylaws of the Company. Further, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, Employee shall be entitled to be paid covered by any directors’ and officers’ liability insurance policies which the expense Company maintains for the benefit of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled its directors and officers, subject to the requested indemnification limitations of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X such policies. This provision shall not be exclusive of any other rights which such person may have survive the expiration or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions termination of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modificationAgreement.

Indemnification. (Aa) The Corporation Company shall defend, indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who Employee harmless if Employee was or is made a party or is threatened to be made a party or is otherwise involved in to any action, suit claim, suite or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") including any action by or in the right of the Company by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee committee chairman, General Counsel or member, employee, or agent of the Corporation Company., including the fact that he was performing requested services of the Company, or is or was serving at the request of the Corporation Company as a director, officer, employee, fiduciary employee or agent of another corporation business, foreign or of a domestic, profit or nonprofit corporation, partnership, joint ventureventure or other enterprise. This indemnification shall cover and include expenses (including attorneys' fees, trustjudgments, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability fines and loss suffered amounts paid in settlement) actually and expenses reasonably incurred by such person. The Corporation shall indemnify a person him in connection with a proceeding initiated such action, claim, suit or proceeding, regardless of whether such expenses and liabilities are otherwise covered by such person only if the proceeding was authorized by the Board insurance in favor of Directors of the CorporationEmployee. (Bb) The If the Company's indemnity obligations under this Section are not otherwise insured, the Corporation shall pay be self-insured to the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer extent necessary to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwiseprovide such indemnity protection. (Cc) If a claim for The indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment and advancement of expenses under applicable law. (D) The rights conferred on any person by this Article X provided for herein shall not be deemed exclusive of any other rights to which Employee may be entitled, both as to action in his official capacity and as to action in another capacity while holding such person may have office, and shall continue as to Employee and Employee has ceased to be a director, officer, committee chairman, or hereafter acquire under any statutemember, provision employee, or agent and after Employee ceases serving at the request of the Charter Company as a director, officer, employee or Act agent of Incorporationanother business, these By-Lawsforeign or domestic, agreementprofit or nonprofit corporation, vote partnership, joint venture or other enterprises, and shall inure to the benefit of stockholders or disinterested Directors or otherwisehis heirs and legal representatives. (Ed) Any repeal The Company shall procure insurance on Employee in his positions as director, officer, committee chairman, or modification member, employee, or agent of the foregoing provisions Company, or if Employee was serving at the request of the Company as a director, officer, employee or agent of another business, foreign or domestic, profit or nonprofit corporation, partnership, joint venture or other enterprise against any liability asserted against or incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the business corporation law of Florida or professional laws of Florida. (e) To the extent that any portion of this Article X Section is found to be illegal or beyond the permissible limits of indemnification for any reason, such portion shall not adversely affect any right be deemed to be modified or protection hereunder of any person in respect of any act amended, or omission occurring prior if necessary deleted, to the time extent required to comply with applicable law, it being the intent of such repeal or modificationthis Section to afford indemnification of Employee to the full extent provided for herein.

Indemnification. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDEDprovided, HOWEVERhowever, that the payment of expenses incurred by a Director or officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-By- Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification. (Aa) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or If Executive is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") ), by reason of the fact that he, or a person for whom he is the legal representative, is or was a an employee (which term includes officer, director, officer, employee or agent and any other capacity) of the Corporation Company or is or was serving at the request of the Corporation Company as a director, officer, employee, fiduciary an employee or agent of another corporation or of a partnership, joint venture, trust, enterprise trust or non-profit entityother enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as an employee or agent or in any other capacity while serving as an employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by applicable law, against all expense, liability and loss (including, but not limited to, attorneys' fees, judgments, fines, ERISA excise taxes and penalties and amount paid or to be paid in settlement) incurred or suffered by Executive in connection therewith and expenses reasonably incurred by such person. The Corporation indemnification shall continue as to the Executive after he has ceased to be a director, officer, employee or agent and shall inure to the benefit of Executive's heir, executors and administrators; provided, however, that the Company shall indemnify a any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person Executive (other than a proceeding to enforce this Section 17) only if the such proceeding (or part thereof) was authorized directly or indirectly by the Board of Directors of Board. The right to indemnification conferred in this Section shall be a contract right and shall include the Corporation. (B) The Corporation shall pay right to be, promptly upon request, paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition; provided, PROVIDED, HOWEVERhowever, that if the Business Corporation Law of the Commonwealth of Pennsylvania requires the payment of such expenses incurred by a Director officer an employee in his capacity as an employee (and not in any other capacity in which service was or is rendered by such person while a Director director or officer officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of the proceeding a proceeding, payment shall be made only upon receipt delivery to the Company of an undertaking undertaking, by the Director or officer on behalf of Executive, to repay all amounts so advanced if it should shall ultimately be ultimately determined that the Director or officer such employee is not entitled to be indemnified under this Article Section or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (Db) The rights conferred on any person indemnification provided by this Article X Section shall not be exclusive limited or exclude any rights, indemnities or limitations of any other rights liability to which such person Executive may have or hereafter acquire be entitled, whether as a matter of law, under any statute, provision of the Charter or Act Certificate of Incorporation, these By-Lawslaws of the Company, by agreement, vote of the stockholders or disinterested Directors directors of the Company or otherwise. (Ec) Any repeal Executive, in seeking indemnification under this Agreement (an "Indemnitee"), shall give the other party or modification parties (the "Indemnitor") prompt written notice of any claim, suit or demand that the Indemnitee believes will give rise to indemnification under this Agreement; provided, however, that the failure to give such notice shall not affect the liability of the foregoing provisions Indemnitor under this Agreement unless the failure to give such notice materially and adversely affects the ability of the Indemnitor to defend itself against or to cure or mitigate the damages. Except as hereinafter provided, the Indemnitor shall have the right (without prejudice to the right of the Indemnitee to participate at its expense through counsel of its own choosing) to defend and to direct the defense against any such claim, suit or demand, at the Indemnitor's expense and with counsel chosen jointly by Indemnitor and Indemnitee, and the right to settle or compromise any such claim, suit or demand; provided, however, that the Indemnitor shall not, with the Indemnitee's written consent, which shall not be unreasonably withheld, settle or compromise any claim or consent to any entry of judgment. The Indemnitee shall, at the Indemnitor's expense, cooperate in the defense of any such claim, suit or demand. If the Indemnitor, within a reasonable time after notice of a claim fails to defend the Indemnitee, the Indemnitee shall be entitled to undertake the defense, compromise or settlement or such claim at the expense of and for the account and risk of the Indemnitor. (d) Executive shall be covered during the entire term of this Article X Agreement and thereafter by Officer and Director liability insurance in amounts and on terms similar to that afforded to other executive and/or directors of the Company or its affiliates, which such insurance shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to be paid by the time of such repeal or modificationCompany.

Indemnification. (Aa) The Corporation shall Subject to Section 5.06, the Company hereby agrees to indemnify and hold harmless, harmless any Person (each an “Indemnified Person”) to the fullest extent permitted by applicable law under the Delaware Act, as it presently the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any person who was such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is made providing immediately prior to such amendment), against all loss, liability, claim, damage, judgment, actions, other expenses whatsoever (including attorneys’ fees, judgments, fines, excise taxes or is threatened to be made a party penalties) (the “Liabilities”) reasonably incurred or is otherwise involved in any action, suit suffered by such Person (or proceeding, whether civil, criminal, administrative one or investigative (a "proceeding"more of such Person’s Affiliates) by reason of the fact that he, or a person for whom he is the legal representative, such Person is or was a directorMember or is or was serving as the Manager, officerOfficer, employee or other agent of the Corporation Company or is or was serving at the request of the Corporation Company as a directormanager, officer, employeedirector, fiduciary principal, member, employee or agent of another corporation or of a corporation, partnership, joint venture, trustlimited liability company, enterprise trust or non-profit entityother enterprise; provided, however, that no Indemnified Person shall be indemnified for any Liabilities suffered that are attributable to such Indemnified Person’s or its Affiliates’ gross negligence, willful misconduct or knowing violation of Law or for any present or future breaches of any representations, warranties or covenants by such Indemnified Person or its Affiliates contained herein or in the other agreements with the Company. Expenses, including service with respect to employee benefit plansattorneys’ fees, against all liability and loss suffered and expenses reasonably incurred by any such person. The Corporation Indemnified Person in defending a proceeding, shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized be paid by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a Director officer in his capacity as a Director or officer Company in advance of the final disposition of the proceeding shall be made only such proceeding, including any appeal therefrom, upon receipt of an undertaking by the Director or officer on behalf of such Indemnified Person to repay all amounts advanced such amount if it should shall ultimately be ultimately determined that the Director or officer such Indemnified Person is not entitled to be indemnified under this Article or otherwiseby the Company. (Cb) If a claim for The right to indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by and the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment advancement of expenses under applicable law. (D) The rights conferred on any person by in this Article X Section 7.04 shall not be exclusive of any other rights right which such person any Person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors bylaw, action by the Manager or otherwise. (Ec) Any repeal The Company shall maintain directors’ and officers’ liability insurance, or modification of substantially equivalent insurance, at its expense, to protect any Indemnified Person (and the foregoing investment funds, if any, they represent) against any expense, liability or loss described in Section 7.04(a) whether or not the Company would have the power to indemnify such Indemnified Person against such Liabilities under the provisions of this Article X Section 7.04. The Company shall use its commercially reasonable efforts to purchase and maintain property, casualty and liability insurance in types and at levels customary for companies of similar size engaged in similar lines of business, as determined in good faith by the Manager, and the Company shall use its commercially reasonable efforts to purchase directors’ and officers’ liability insurance (including employment practices coverage) with a carrier and in an amount determined necessary or desirable as determined in good faith by the Manager. (d) Notwithstanding anything contained herein to the contrary (including in this Section 7.04), (i) any indemnity by the Company relating to the matters covered in this Section 7.04 shall be provided out of and to the extent of Company assets only and no Member (unless such Member otherwise agrees in writing or is found in a final decision by a court of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof or shall be required to make additional Capital Contributions to help satisfy such indemnity of the Company and (ii) the Company agrees that any indemnification and advancement of expenses available to any current or former Indemnified Person from any investment fund that is an Affiliate of the Company who served as a director or manager of the Company or any of its Subsidiaries or as a Member of the Company by virtue of such Person’s service as a member, director, partner or employee of any such investment fund prior to or following the Effective Time (any such Person, a “Sponsor Person”) shall be secondary to the indemnification and advancement of expenses to be provided by the Company pursuant to this Section 7.04 and the Company (A) shall be the primary indemnitor of first resort for such Sponsor Person pursuant to this Section 7.04 and (B) shall be fully responsible for the advancement of all expenses and the payment of all damages or liabilities with respect to such Sponsor Person which are addressed by this Section 7.04. (e) If this Section 7.04 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 Indemnified Person pursuant to this Section 7.04 to the fullest extent permitted by any applicable portion of this Section 7.04 that shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior have been invalidated and to the time of such repeal or modificationfullest extent permitted by applicable Law.