Common use of Limitations on Indemnity Clause in Contracts

Limitations on Indemnity. No indemnity shall be paid by the Company: (a) on account of any claim against Employee solely for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity Corporation shall not be paid by obligated under this Agreement to make any payment of Expenses to the Company:Indemnitee (a) on account which payment it is prohibited by applicable law from paying as indemnity; (b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by Corporation otherwise than pursuant to this Agreement and payment is actually made to the Indemnitee except in respect of any excess beyond the amount of the payment under such indemnification; (d) resulting from a claim against Employee solely decided in a Proceeding adversely to the Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled; (e) resulting from a claim decided in a Proceeding adversely to the Indemnitee for an accounting of profits made from the purchase or sale by Employee the Indemnitee of securities of Corporation within the Company pursuant to the provisions meaning of Section 16(b) or 16(c) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state statutory law or local statutory common law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with brought about or contributed to by the dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any proceeding (or part thereof) initiated claims upon which suit may be brought against him by Employee, or reason of any proceeding by Employee against the Company or its directors, officers, Employees or other agentsalleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) such indemnification is expressly required to be made by law, acts of active and deliberate dishonesty (ii) the proceeding was authorized by the board of directors of the Companywith actual dishonest purpose and intent, and (iii) such indemnification is provided by the Company, in its sole discretion, pursuant which acts were material to the powers vested cause of action so adjudicated. For purposes of Sections 3 and 4, the phrase "decided in the Company under the NYCRRa Proceeding" shall mean a decision by a court, arbitrator(s), hearing officer or (iv) the proceeding is initiated pursuant to Section 9 hereof.other judicial agent having the

Limitations on Indemnity. No indemnity Corporation shall not be paid by obligated under this Agreement to make any payment of Expenses to the Company:Indemnitee, (a) on account which payment it is prohibited by applicable law from paying as indemnity; (b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by Corporation otherwise than pursuant to this Agreement; (d) resulting from a claim against Employee solely decided in a Proceeding adversely to the Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled; (e) resulting from a claim decided in a Proceeding adversely to the Indemnitee for an accounting of profits made from the purchase or sale by Employee the Indemnitee of securities of Corporation within the Company pursuant to the provisions meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state statutory law or local statutory common law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with brought about or contributed to by the dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any proceeding (or part thereof) initiated claims upon which suit may be brought against him by Employee, or reason of any proceeding by Employee against the Company or its directors, officers, Employees or other agentsalleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) such indemnification is expressly required to be made by lawacts of active and deliberate dishonesty, (ii) the proceeding was authorized by the board of directors of the Companywith actual dishonest purpose and intent, and (iii) such indemnification is provided by the Company, in its sole discretion, pursuant which acts were material to the powers vested cause of action so adjudicated. For purposes of Sections 3 and 4, the phrase “decided in a Proceeding” shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the Company under the NYCRRrequisite legal authority to make such a decision, which decision has become final and from which no appeal or (iv) the other review proceeding is initiated pursuant to Section 9 hereofpermissible.

Limitations on Indemnity. (a) No indemnity pursuant to Sections 3 or 4 of this Agreement shall be paid by the CompanyCompany for any of the following: (ai) in respect of remuneration paid to the Director if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (ii) on account of any claim Proceeding in which judgment is rendered against Employee solely the Director for an accounting of profits made from the purchase or sale by Employee the Director of securities of the Company pursuant to the provisions of Section 16(b) 16 of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (biii) provided there has been no Change of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 12(b) hereof) initiated by the Director or any of the Director's affiliates against the Company or against any officer, director or stockholder of the Company unless such Proceeding was authorized by the Board of Directors of the Company; (iv) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (v) on account of Employee’s conduct any Proceeding to the extent that the Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than an action, suit or proceeding permitted by Section 5(a)(iii) or Section 12(b) of this Agreement). (b) In addition to those limitations set forth above in paragraph (a) of this Section 5, no indemnity pursuant to Section 4 of this Agreement in an action by or in the right of the Company shall be paid by the Company for any of the following: (i) with respect to any transaction from which the Director derived an improper personal benefit, if so established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductan Adverse Judgment; (cii) on account of Employee’s conduct acts or omissions that is established by show a final judgment as constituting a breach of Employee’s reckless disregard for the Director's duty of loyalty to the Company or resulting its stockholders in any personal profit circumstances in which the Director was aware, or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (andshould have been aware, in this respectthe ordinary course of performing a director's duties, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted of a risk of serious injury to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directorsstockholders, officers, Employees if so established by an Adverse Judgment; and (iii) Liabilities and Expenses paid or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) incurred in settlement of a pending Proceeding without the proceeding was authorized by the board of directors approval of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofwhich approval shall not be unreasonably withheld.

Limitations on Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Company: (a) except to the extent the aggregate of losses to be indemnified hereunder exceed the amount of such losses for which Indemnitee is indemnified either: pursuant to Section 2 hereof; pursuant to an Indemnification Agreement with any parent, subsidiary or affiliate of the Company; or, pursuant to any Liability Insurance purchased and maintained by the Company pursuant to Section 1 hereof; (b) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (c) on account of any claim suit in which judgment is rendered against Employee solely Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state state, or local statutory law; (bd) on account of Employee’s Indemnitee conduct that which is established by a final judgment as finally adjudged to have been knowingly fraudulent or fraudulent, deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful prohibited by applicable law of the State of Delaware; (andf) for a claim, issue, or matter in this respect, both which Indemnitee has been found liable to the Company unless and Employee have been advised only to the extent that the Securities Court of Chancery in Delaware or the court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, Indemnitee is fairly and Exchange Commission believes that reasonably entitled to indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)expenses which the court considers proper; or (fg) if a final decision by a court having jurisdiction in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) matter shall determine that such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofnot lawful.

Limitations on Indemnity. No indemnity Indemnity pursuant to Section 7.1 of this Agreement shall be paid by the Company: (a) if a court of competent jurisdiction renders a final adjudication on the merits, in an action, suit or proceeding in which the Executive is a party, that such indemnification is prohibited by law; (b) in connection with any transaction with respect to which a court of competent jurisdiction renders a final adjudication on the merits, in an action, suit or proceeding in which the Executive is a party, (i) that the Executive’s personal financial interest was in conflict with the financial interests of the Company or its shareholders and (ii) that the Executive derived an improper personal benefit; (c) on account of any claim against Employee solely for an accounting of profits made from the purchase acts or sale by Employee of securities omissions of the Company pursuant Executive to the provisions extent a court of competent jurisdiction renders a final adjudication on the merits, in an action, suit or proceeding in which the Executive is a party, that such acts or omissions (i) were not in good faith, or (ii) involved intentional misconduct, or (iii) were known to the Executive to be a violation by law; (d) in respect of any liability to the extent that a court of competent jurisdiction renders a final adjudication on the merits, in an action, suit or proceeding in which the Executive is a party, that such liability arises under any federal or state statute providing for personal liability by reason of the fact that the Executive is or was a director or officer of the Company, including, by way of example and not limitation, liability under Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended, but excluding any liability resulting from actions taken or similar provisions omitted by the Executive as a fiduciary of any federal, state or local statutory law; (b) on account an employee benefit plan of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty the Company to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreementextent otherwise indemnifiable hereunder; (e) if to the extent and only to the extent that a majority of the Board of Directors of the Company or a duly designated committee thereof, in either case consisting entirely of directors who are not at the time parties to the claim, action, suit or proceeding against the Executive, determines that the amount of expenses and/or settlements for which indemnification is not lawful (andsought is unreasonable, as determined by an informal survey of the outcomes in this respectsimilar cases, both if any, and/or the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and isCompany’s previous dealings in other matters or offers of settlement, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)if applicable; or (f) in connection with any claim, action, suit or proceeding (if such claim, action, suit or part thereof) proceeding was initiated by Employeethe Executive or his personal or legal representative, or any proceeding by Employee against involved the Company voluntary solicitation or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized intervention by the board Executive or his personal or legal representative (other than an action to enforce indemnification rights or an action initiated with the approval of directors a majority of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofBoard of Directors).

Limitations on Indemnity. (a) No indemnity pursuant to Sections 3 or 4 of this Agreement shall be paid by the CompanyCompany for any of the following: (ai) in respect of remuneration paid to the Officer if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (ii) on account of any claim Proceeding in which judgment is rendered against Employee solely the Officer for an accounting of profits made from the purchase or sale by Employee the Officer of securities of the Company pursuant to the provisions of Section 16(b) 16 of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (biii) provided there has been no Change of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 12(b) hereof) initiated by the Officer or any of the Officer's affiliates against the Company or against any officer, director or stockholder of the Company unless such Proceeding was authorized by the Board of Officers of the Company; (iv) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (v) on account of Employee’s conduct any Proceeding to the extent that the Officer is a plaintiff, a counter-complainant or a cross-complainant therein (other than an action, suit or proceeding permitted by Section 5(a)(iii) or Section 12(b) of this Agreement). (b) In addition to those limitations set forth above in paragraph (a) of this Section 5, no indemnity pursuant to Section 4 of this Agreement in an action by or in the right of the Company shall be paid by the Company for any of the following: (i) with respect to any transaction from which the Officer derived an improper personal benefit, if so established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductan Adverse Judgment; (cii) on account of Employee’s conduct acts or omissions that is established by show a final judgment as constituting a breach of Employee’s reckless disregard for the Officer's duty of loyalty to the Company or resulting its stockholders in any personal profit circumstances in which the Officer was aware, or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (andshould have been aware, in this respectthe ordinary course of performing a director's duties, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted of a risk of serious injury to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directorsstockholders, officers, Employees if so established by an Adverse Judgment; and (iii) Liabilities and Expenses paid or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) incurred in settlement of a pending Proceeding without the proceeding was authorized by the board of directors approval of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofwhich approval shall not be unreasonably withheld.

Limitations on Indemnity. No indemnity pursuant to this Agreement shall be paid made by the CompanyCorporation: (a) on For the amount of such losses for which the Indemnified Party is indemnified pursuant to any insurance purchased and maintained by the Corporation; or (b) If the Indemnified Party is liable pursuant to NRS 78.138; or (c) On account of any claim suit in which judgment is rendered against Employee solely the Indemnified Party for an accounting of profits made (i) for an improper personal profit without full and fair disclosure to the Corporation of all material conflicts of interest and not approved thereof by a majority of the disinterested members of the Board of Directors of the Corporation; or (ii) from the purchase or sale by Employee the Indemnified Party of securities of the Company Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled;; or (d) for If it is established by clear and convincing evidence that the Indemnified Party did not act in good faith and in a manner in which payment is actually made the Indemnified Party reasonably believed to Employee under a valid and collectible insurance policy be in or under a valid and enforceable indemnity clausenot opposed to the best interests of the Corporation or the Other Entity, bylaw as the case may be, and, with respect to any criminal action or agreementProceeding, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;which the Indemnified Party had no reasonable cause to believe the Indemnified Party’s conduct was unlawful; or (e) if If a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)lawful; or (f) in In connection with any proceeding a Proceeding (or part thereof) initiated commenced by Employee, the Indemnified Party if the commencement of the Proceeding (or any proceeding part thereof) by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Indemnified Person was not authorized by the board Board of directors Directors of the CompanyCorporation. The termination of any action, (iii) such indemnification suit or Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is provided by the Company, in its sole discretion, liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the powers vested in best interests of the Company under the NYCRRcorporation, or (iv) the proceeding is initiated pursuant that, with respect to Section 9 hereofany criminal action or Proceeding, he had reasonable cause to believe that his conduct was unlawful.

Limitations on Indemnity. No indemnity 3.1. The Company undertakes to indemnify Indemnitee, with respect to Section 1(i) above, and in accordance with the terms of this Agreement up to a total amount of US$5,000,000 (Five Million United States Dollars) in the aggregate, under the circumstances of indemnification of Indemnitee as set forth in this Agreement. 3.2. Indemnitee shall not be entitled to indemnification under Section 1, for financial obligations imposed arising from any of the following: (i) a breach of the duty of fiduciary by Indemnitee, except, to the extent permitted by law, for a breach of the duty of fiduciary by the Indemnitee to the Company, a Subsidiary or an Affiliate while acting in good faith and having reasonable cause to assume that such act would not prejudice the interests of the Company, Subsidiary or Affiliate, as applicable; or (ii) a violation of the Indemnitee’s duty of care towards the Company, which was committed intentionally or recklessly, except if it was done in negligence only; or (iii) an act committed with the intention to realize a personal unlawful profit; or (iv) a fine or monetary penalty imposed on Indemnitee (excluding a fine or monetary penalty imposed pursuant to the conviction of a crime which requires proof of mens rea (criminal intent)); or (v) a counterclaim made by the Company or in its name in connection with a claim against the Company filed by Indemnitee, other than (a) by way of defense or by way of third party notice in connection with claim brought against the Indemnitee, or (b) in specific cases in which the Company’s Board of Directors has approved the initiation or bringing of such suit by Indemnitee, which approval shall not be unreasonably withheld. 3.3. The indemnification amount actually paid shall be paid limited to those amounts not covered by the Company: ’s directors and officers insurance policy (a) on account of any claim against Employee solely for an accounting of profits made the “D&O Policy”), such that Indemnitee will not be entitled to payment from the purchase or sale by Employee of securities of Company for amounts which Indemnitee has actually obtained under the Company pursuant D&O Policy. 3.4. Subject to the provisions of this Section 16(b) 3, the indemnification hereunder will, in each case, cover all sums of money that the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federalIndemnitee will be obligated to pay, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) those circumstances for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising permitted under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should law. 3.5. The Company will be submitted entitled to appropriate courts for adjudication); or (f) reimbursement of amounts collected from a third party in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against liabilities indemnified hereunder. Such reimbursement shall not exceed the amount the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant has paid to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofIndemnitee.

Limitations on Indemnity. No indemnity shall be paid by the Company: (a) on account of any claim against Employee Executive solely for an accounting of profits made from the purchase or sale by Employee Executive of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of EmployeeExecutive’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of EmployeeExecutive’s conduct that is established by a final judgment as constituting a breach of EmployeeExecutive’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee Executive was not legally entitled; (d) for which payment is actually made to Employee Executive under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee Executive have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by EmployeeExecutive, or any proceeding by Employee Executive against the Company or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity 7.1 The Company shall not be paid by obligated under this Agreement to make any payment of Expenses to the Company:Indemnitee. (a) on account of any claim against Employee solely for an accounting of profits made which payment it is prohibited by applicable law from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory lawpaying as indemnity; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee the Indemnitee under a valid and collectible an insurance policy or under a valid and enforceable indemnity clause, bylaw or agreementpolicy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (d) resulting from a claim that the Indemnitee gained in fact any personal profit or advantage to which he was not legally entitled; however, clausenotwithstanding the foregoing, bylaw the Indemnitee shall be indemnified under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged gaining of personal profit or agreement;advance to which the Indemnitee was not legally entitled, unless it shall be decided in a Proceeding that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated. (e) if indemnification is not lawful (andbrought about or contributed to by the fraud or dishonesty of the Indemnitee seeking payment hereunder; however, in notwithstanding the foregoing, the Indemnitee shall be indemnified under this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is Agreement as to any claims upon which suit may be brought against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with him by reason of any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agentsalleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) such indemnification is expressly required to be made by lawacts of active and deliberate dishonesty, (ii) the proceeding was authorized by the board of directors of the Companywith actual dishonest purpose and intent, and (iii) such indemnification is provided by the Company, in its sole discretion, pursuant which acts were material to the powers vested cause of action so adjudicated. 7.2 For purposes of Sections 7 and 8, the phrase “decided in a Proceeding” shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the Company under the NYCRRrequisite legal authority to make such a decision, which decision has become final and from which no appeal or (iv) the other review proceeding is initiated pursuant to Section 9 hereofpermissible.

Limitations on Indemnity. No indemnity pursuant to Section 1 shall be paid by the Company: (a) on Except to the extent that the aggregate amount of losses to be indemnified exceed the aggregate amount of such losses for which the Officer is actually paid or reimbursed pursuant to D&O Insurance, if any, which may be purchased and maintained by the Company or any of its subsidiaries; (b) On account of any claim Proceeding in which judgment is rendered against Employee solely the Officer for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal1934, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductamended; (c) on On account of Employee’s the Officer's conduct that which is established by a final judgment as constituting a breach of Employee’s duty of loyalty determined (pursuant to the Company Statute) to have been knowingly fraudulent, deliberately dishonest, or resulting in any personal profit or advantage willful misconduct, except to which Employee was not legally entitledthe extent such indemnity is otherwise permitted under the Statute; (d) for With respect to any remuneration paid to the Officer determined, by a court having jurisdiction in the matter in a final adjudication from which payment there is actually made no further right of appeal, to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except have been in respect violation of any excess beyond payment under such insurance, clause, bylaw or agreementlaw; (e) if If it shall have been determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that indemnification is not lawful lawful; (andf) On account of the Officer's conduct to the extent it relates to any matter that occurred prior to the time such individual became an officer of the Company; provided, in however, that this respectlimitation shall not apply to the extent such matter occurred while the Officer was an officer, both employee or agent of the Company and Employee have been advised that or its subsidiaries (other than prior to the Securities and Exchange Commission believes that indemnification for liabilities arising under time such entity became a subsidiary of the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationCompany); or (fg) in connection With respect to Proceedings initiated or brought voluntarily by the Officer and not by way of defense, except pursuant to Section 8 with any proceeding (respect to proceedings brought to enforce rights or part thereof) initiated to collect money due under this agreement; provided however that indemnity may be provided by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) in specific cases if the Board finds it to be appropriate. In no event shall the Company be obligated to indemnify the Officer pursuant to this agreement to the extent such indemnification is expressly required to be made prohibited by applicable law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity pursuant to Section 1 shall be paid by the Company: (a) on Except to the extent that the aggregate amount of losses to be indemnified exceed the aggregate amount of such losses for which the Executive is actually paid or reimbursed pursuant to D&O Insurance, if any, which may be purchased and maintained by the Company or any of its subsidiaries; (b) On account of any claim Proceeding in which judgment is rendered against Employee solely the Executive for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal1934, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductamended; (c) on On account of Employeethe Executive’s conduct that which is established by a final judgment as constituting a breach of Employee’s duty of loyalty determined (pursuant to the Company Statute) to have been knowingly fraudulent, deliberately dishonest, or resulting in any personal profit or advantage willful misconduct, except to which Employee was not legally entitledthe extent such indemnity is otherwise permitted under the Statute; (d) for With respect to any remuneration paid to the Executive determined, by a court having jurisdiction in the matter in a final adjudication from which payment there is actually made no further right of appeal, to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except have been in respect violation of any excess beyond payment under such insurance, clause, bylaw or agreementlaw; (e) if If it shall have been determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that indemnification is not lawful lawful; (and, in this respect, both f) On account of the Company and Employee have been advised Executive’s conduct to the extent it relates to any matter that occurred prior to the Securities and Exchange Commission believes that indemnification for liabilities arising under time such individual became an employee of the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)Company; or (fg) in connection With respect to Proceedings initiated or brought voluntarily by the Executive and not by way of defense, except pursuant to Section 8 with any proceeding (respect to proceedings brought to enforce rights or part thereof) initiated to collect money due under this Indemnification Agreement; provided however that indemnity may be provided by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) in specific cases if the Board of Directors finds it to be appropriate. In no event shall the Company be obligated to indemnify the Executive pursuant to this Indemnification Agreement to the extent such indemnification is expressly required to be made prohibited by applicable law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity pursuant to Section 1 shall be paid by the Company: (a) on Except to the extent that the aggregate amount of losses to be indemnified exceed the aggregate amount of such losses for which the Director is actually paid or reimbursed pursuant to D&O Insurance, if any, which may be purchased and maintained by the Company or any of its subsidiaries; (b) On account of any claim Proceeding in which judgment is rendered against Employee solely the Director for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal1934, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductamended; (c) on On account of Employee’s the Director's conduct that which is established by a final judgment as constituting a breach of Employee’s duty of loyalty determined (pursuant to the Company Statute) to have been knowingly fraudulent, deliberately dishonest, or resulting in any personal profit or advantage willful misconduct, except to which Employee was not legally entitledthe extent such indemnity is otherwise permitted under the Statute; (d) for With respect to any remuneration paid to the Director determined, by a court having jurisdiction in the matter in a final adjudication from which payment there is actually made no further right of appeal, to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except have been in respect violation of any excess beyond payment under such insurance, clause, bylaw or agreementlaw; (e) if If it shall have been determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that indemnification is not lawful lawful; (andf) On account of the Director's conduct to the extent it relates to any matter that occurred prior to the time such individual became a director of the Company; provided, in however, that this respectlimitation shall not apply to the extent such matter occurred while the Director was a director, both officer, employee or agent of the Company and Employee have been advised that or its subsidiaries (other than prior to the Securities and Exchange Commission believes that indemnification for liabilities arising under time such entity became a subsidiary of the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationCompany); or (fg) in connection With respect to Proceedings initiated or brought voluntarily by the Director and not by way of defense, except pursuant to Section 8 with any proceeding (respect to proceedings brought to enforce rights or part thereof) initiated to collect money due under this agreement; provided however that indemnity may be provided by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) in specific cases if the Board finds it to be appropriate. In no event shall the Company be obligated to indemnify the Director pursuant to this agreement to the extent such indemnification is expressly required to be made prohibited by applicable law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. (a) No indemnity pursuant to Sections 3 or 4 of this Agreement shall be paid by the CompanyCompany for any of the following: (ai) in respect of remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (ii) on account of any claim Proceeding in which judgment is rendered against Employee solely Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) 16 of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (biii) provided there has been no Change of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 12(b) hereof) initiated by Indemnitee or any of Indemnitee's affiliates against the Company or against any officer, director or stockholder of the Company unless such Proceeding was authorized by the Board of Directors of the Company; (iv) on account of Employee’s conduct any Proceeding to the extent that Indemnitee is a plaintiff, a counter-complainant or a cross-complainant therein (other than an action, suit or proceeding permitted by Section 5(a)(iii) or Section 12(b) of this Agreement); or. (v) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. (b) In addition to those limitations set forth above in paragraph (a) of this Section 5, no indemnity pursuant to Section 4 of this Agreement in an action by or in the right of the Company shall be paid by the Company for any of the following: (i) with respect to any transaction from which Indemnitee derived an improper personal benefit, if so established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductan Adverse Judgment; (cii) on account of Employee’s conduct acts or omissions that is established by show a final judgment as constituting a breach of Employee’s reckless disregard for Indemnitee's duty of loyalty to the Company or resulting its stockholders in any personal profit circumstances in which Indemnitee was aware, or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (andshould have been aware, in this respectthe ordinary course of performing a director's duties, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted of a risk of serious injury to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directorsstockholders, officers, Employees if so established by an Adverse Judgment; and (iii) Liabilities and Expenses paid or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) incurred in settlement of a pending Proceeding without the proceeding was authorized by the board of directors approval of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofwhich approval shall not be unreasonably withheld.

Limitations on Indemnity. No indemnity pursuant to Section 1 shall be paid by the Company: (a) on Except to the extent that the aggregate amount of losses to be indemnified exceed the aggregate amount of such losses for which the Director is actually paid or reimbursed pursuant to D&O Insurance, if any, which may be purchased and maintained by the Company or any of its subsidiaries; (b) On account of any claim Proceeding in which judgment is rendered against Employee solely the Director for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal1934, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductamended; (c) on On account of Employee’s the Director's conduct that which is established by a final judgment as constituting a breach of Employee’s duty of loyalty determined (pursuant to the Company Statute) to have been knowingly fraudulent, deliberately dishonest, or resulting in any personal profit or advantage willful misconduct, except to which Employee was not legally entitledthe extent such indemnity is otherwise permitted under the Statute; (d) for With respect to any remuneration paid to the Director determined, by a court having jurisdiction in the matter in a final adjudication from which payment there is actually made no further right of appeal, to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except have been in respect violation of any excess beyond payment under such insurance, clause, bylaw or agreementlaw; (e) if If it shall have been determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that indemnification is not lawful lawful; (andf) On account of the Director's conduct to the extent it relates to any matter that occurred prior to the time such individual became a director of the Company; provided, in however, that this respectlimitation shall not apply to the extent such matter occurred while the Director was a director, both officer, employee or agent of the Company and Employee have been advised that or its subsidiaries (other than prior to the Securities and Exchange Commission believes that indemnification for liabilities arising under time such entity became a subsidiary of the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationCompany); or (fg) in connection With respect to Proceedings initiated or brought voluntarily by the Director and not by way of defense, except pursuant to Section 8 with any proceeding (respect to proceedings brought to enforce rights or part thereof) initiated to collect money due under this Agreement; provided however that indemnity may be provided by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) in specific cases if the Board finds it to be appropriate. In no event shall the Company be obligated to indemnify the Director pursuant to this Agreement to the extent such indemnification is expressly required to be made prohibited by applicable law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity Corporation shall not be paid by obligated under this Agreement to make any payment of Expenses to the Company:Indemnitee (a) on account which payment it is prohibited by applicable law from paying as indemnity; (b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by Corporation otherwise than pursuant to this Agreement and payment is actually made to the Indemnitee except in respect of any excess beyond the amount of the payment under such indemnification; (d) resulting from a claim against Employee solely decided in a Proceeding adversely to the Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled; and, if the Indemnitee is a Director, based upon any of the exceptions set forth in clauses (i) through (iv) of Article Tenth of this Corporation's Articles of Incorporation; (e) resulting from a claim decided in a Proceeding adversely to the Indemnitee for an accounting of profits made from the purchase or sale by Employee the Indemnitee of securities of Corporation within the Company pursuant to the provisions meaning of Section 16(b) or 16(c) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state statutory law or local statutory common law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with brought about or contributed to by the dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any proceeding (or part thereof) initiated claims upon which suit may be brought against him by Employee, or reason of any proceeding by Employee against the Company or its directors, officers, Employees or other agentsalleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) such indemnification is expressly required to be made by law, acts of active and deliberate dishonesty (ii) the proceeding was authorized by the board of directors of the Companywith actual dishonest purpose and intent, and (iii) such indemnification is provided by the Company, in its sole discretion, pursuant which acts were material to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofcause of action so adjudicated.

Limitations on Indemnity. No indemnity The Company shall not be paid by obligated under this Agreement or the CompanyArticles of Association of the Company to make any payment of Expenses to the Indemnitee if: (a) on account of any claim against Employee solely for an accounting of profits made from the purchase or sale such payment is prohibited by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory applicable law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which such payment is actually made to Employee the Indemnitee under a valid and collectible an insurance policy or under a valid and enforceable indemnity clause, bylaw or agreementpolicy, except in respect of any excess beyond the amount of payment under such insurance, clause, bylaw ; (c) the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (d) such payment would result in the Indemnitee gaining any personal profit or agreementadvantage to which he or she was not legally entitled; (e) if indemnification is not lawful (and, such Expenses result from a breach of the Indemnitee’s duty to avoid conflicting duties in this respect, both respect of any transaction concerning the Company or as a result of Indemnitee not following any corporate policies of the Company; (f) such payment is brought about or contributed to by the breach of the Indemnitee of any applicable anti-corruption, anti-bribery, anti-money laundering and Employee have been advised that sanctions laws and regulations, including the Securities Brazilian Federal Law No. 12,846/2013, or the Clean Company Act, the United States Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)Xxxxxxx Xxx 0000 of the United Kingdom; or (fg) in connection with such payment is brought about or contributed to by the fraud or dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any proceeding (or part thereof) initiated claims upon which suit may be brought against him by Employee, or reason of any proceeding by Employee against the Company or its directors, officers, Employees or other agentsalleged dishonesty on his part, unless (i) such indemnification is expressly required to it shall be made by lawdecided in a Proceeding that he committed acts of active and deliberate dishonesty with actual dishonest purpose and intent, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant and which acts were material to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofcause of action so adjudicated.

Limitations on Indemnity. No The Company will not provide indemnity shall be paid by the Companypursuant to clauses 3 and 5 hereof: (a) on account of any claim determination or judgment against Employee Officer solely for an accounting of profits made from the purchase or sale by Employee Officer of securities of the Company pursuant to the provisions of Section 16(b) of the United States Securities Exchange Act of 1934 and amendments thereto or similar provisions of any United States federal, state or local statutory law; (b) on account of EmployeeOfficer’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) in respect of any liability that cannot be indemnified by reason of section 172 of the Act; (d) on account of EmployeeOfficer’s conduct that is established by a final judgment as constituting a breach of EmployeeOfficer’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee Officer was not legally entitled; (de) for which payment is actually made to Employee Officer under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw article or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw article or agreement; (ef) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)Act or otherwise; or (fg) in connection with any proceeding (or part thereof) initiated by EmployeeOfficer, or any proceeding by Employee Officer against the Company or its directors, officers, Employees employees or other agentsofficers, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board Board of directors Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRRAct, or (iv) the proceeding is initiated pursuant to Section 9 clause 8 hereof.

Limitations on Indemnity. No indemnity Corporation shall not be paid by obligated under this Agreement to make any payment of Expenses to the Company:Indemnitee (a) on account which payment it is prohibited by applicable law from paying as indemnity; (b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by Corporation otherwise than pursuant to this Agreement and payment is actually made to the Indemnitee except in respect of any excess beyond the amount of the payment under such indemnification; (d) resulting from a claim against Employee solely decided in a Proceeding adversely to the Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled; (e) resulting from a claim decided in a Proceeding adversely to the Indemnitee for an accounting of profits made from the purchase or sale by Employee the Indemnitee of securities of Corporation within the Company pursuant to the provisions meaning of Section 16(b) or 16(c) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state statutory law or local statutory common law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with brought about or contributed to by the dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any proceeding (or part thereof) initiated claims upon which suit may be brought against him by Employee, or reason of any proceeding by Employee against the Company or its directors, officers, Employees or other agentsalleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) such indemnification is expressly required to be made by law, acts of active and deliberate dishonesty (ii) the proceeding was authorized by the board of directors of the Companywith actual dishonest purpose and intent, and (iii) such indemnification is provided by the Company, in its sole discretion, pursuant which acts were material to the powers vested cause of action so adjudicated. For purposes of Sections 3 and 4, the phrase "decided in a Proceeding" shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the Company under the NYCRRrequisite legal authority to make such a decision, which decision has become final and from which no appeal or (iv) the other review proceeding is initiated pursuant to Section 9 hereofpermissible.

Limitations on Indemnity. No The Company will not provide indemnity shall be paid by the Companypursuant to clauses 3 and 5 hereof: (a) on account of any claim determination or judgment against Employee Director solely for an accounting of profits made from the purchase or sale by Employee Director of securities of the Company pursuant to the provisions of Section 16(b) of the United States Securities Exchange Act of 1934 and amendments thereto or similar provisions of any United States federal, state or local statutory law; (b) on account of EmployeeDirector’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) in respect of any liability that cannot be indemnified by reason of section 172 of the Act; (d) on account of EmployeeDirector’s conduct that is established by a final judgment as constituting a breach of EmployeeDirector’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee Director was not legally entitled; (de) for which payment is actually made to Employee Director under a valid and collectible insurance policy (other than a policy maintained by Silver Lake Technology Management, L.L.C. or one of its affiliated management companies or investment funds) or under a valid and enforceable indemnity clause, bylaw article or agreementagreement (other than any clause, article or agreement set forth in the limited partnership agreement of Silver Lake Partners II Cayman, L.P. or one of its affiliated management companies or investment funds), except in respect of any excess beyond payment under such insurance, clause, bylaw article or agreement; (ef) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)Act or otherwise; or (fg) in connection with any proceeding (or part thereof) initiated by EmployeeDirector, or any proceeding by Employee Director against the Company or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board Board of directors Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRRAct, or (iv) the proceeding is initiated pursuant to Section 9 clause 8 hereof.

Limitations on Indemnity. No indemnity Notwithstanding any provision of this Agreement, the Corporation shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee or to make any Expense Advance (and Indemnitee hereby waives and relinquishes any right under this Agreement, the Certificate, the Bylaws or otherwise to be indemnified and held harmless or to receive any Expense Advance): (i) in connection with any acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement, the Certificate or Bylaws, or applicable law; provided, however, notwithstanding any limitation set forth in this Section 3(b)(i) regarding the Corporation’s obligation to provide indemnification, Indemnitee shall be paid by entitled under Section 8 to receive Expense Advances hereunder with respect to any such Proceeding unless and until a court having jurisdiction over the Company:Proceeding shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement or applicable law; (aii) on account of in connection with any claim against Employee solely for an accounting Proceeding involving (A) the payment of profits made arising from the purchase or and sale by Employee Indemnitee of securities of the Company pursuant to the provisions in violation of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto Act, or any similar successor statute or similar provisions of any federalFederal, state or local statutory or common law, or (B) any reimbursement of the Corporation by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Corporation, as required in each case under the Exchange Act (including any such reimbursements that arise pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) from an accounting restatement by the Corporation, or the payment to the Corporation of profits arising from the purchase, sale or other acquisition or transfer by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act) or under any employee benefit plan of the Corporation or other compensatory agreement to which Indemnitee is a party; provided, however, that notwithstanding any limitation set forth in this Section 3(b)(ii) regarding the Corporation’s obligation to provide indemnification, Indemnitee shall be entitled under Section 8 to receive Expense Advances hereunder with respect to any such Proceeding unless and until a court having jurisdiction over the Proceeding shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has violated said statute; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (fiii) in connection with any proceeding action instituted (A) by Indemnitee to enforce or part thereof) initiated by Employeeinterpret this Agreement, or any proceeding by Employee against if a court having jurisdiction over such action determines as provided in Section 10 that each of the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be material assertions made by law, (ii) the proceeding Indemnitee as a basis for such action was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, not made in its sole discretion, pursuant to the powers vested in the Company under the NYCRRgood faith or was frivolous, or (B) by or in the name of the Corporation to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 10 that each of the material defenses asserted by Indemnitee in such action was made in bad faith or was frivolous; (iv) in connection with any Proceeding initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (A) with respect to actions or proceedings brought to establish or enforce a right to indemnification or Expense Advances under this Agreement or any other agreement or insurance policy or under the proceeding Certificate or Bylaws, (B) in specific cases if the Board of Directors has approved the initiation or bringing of such Proceeding or (C) as otherwise required under Section 145 of the DGCL, regardless of whether Indemnitee ultimately is initiated determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; and (v) to the extent that the Corporation’s obligations under this Agreement are fully discharged by any insurer or affiliate of the Corporation otherwise than pursuant to Section 9 hereofthis Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Corporation pursuant to this Agreement by assigning to the Corporation any claims under such insurance to the extent Indemnitee is paid by the Corporation.

Limitations on Indemnity. No indemnity Notwithstanding any provision in this Agreement, the Holding Company shall not be paid by the Companyobligated pursuant to this Agreement in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on account behalf of Indemnitee under any claim against Employee solely for an accounting policy of profits made from directors’ and officers’ liability insurance purchased and maintained by the purchase Holding Company or sale by Employee of securities of other indemnity provision, except with respect to any excess beyond the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto amount paid under such insurance policy or similar provisions of any federal, state or local statutory lawother indemnity provision; (b) on account of Employee’s conduct that is established with respect to remuneration paid to Indemnitee if it shall be determined by a final judgment as knowingly fraudulent or deliberately dishonest or other final adjudication that constituted willful misconductsuch remuneration was in violation of applicable law; (c) on account where the act or omission for which Indemnitee seeks indemnification involves (i) intentional misconduct or a knowing violation of Employee’s conduct that is established by law, (ii) a final judgment violation of RCW 23B.08.310 (as constituting now in effect or as it may hereafter be amended) or any successor provision of the Statute, or (iii) a breach of Employee’s duty of loyalty to the Company transaction from which Indemnitee received or resulting will receive a benefit in any personal profit money, property or advantage services to which Employee was Indemnitee is not legally entitled; (d) where the act or omission for which payment is actually made Indemnitee seeks indemnification involves recklessness, unless the Holding Company elects by resolution of its shareholders to Employee under a valid and collectible insurance policy provide such indemnification pursuant to RCW 23B.08.550(2)(d) (as now in effect or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreementas it may hereafter by amended); (e) if a final decision by a court having jurisdiction in the Proceeding shall determine that such indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); orlawful; (f) for any amounts paid in connection any settlement of a Proceeding effected without the Holding Company’s written consent; (g) with respect to any proceeding (or part thereof) initiated Proceeding brought by EmployeeIndemnitee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agentsclaim therein, unless (i) the bringing of such indemnification is expressly required to be made Proceeding or making of such claim shall have been approved by law, the Board of Directors of the Holding Company or (ii) the proceeding was authorized such Proceeding is being brought by the board Indemnitee to assert, interpret or enforce [his/her] rights under this Agreement; (h) that would result in a “prohibited indemnification payment” (as such term is defined at 12 CFR §359.1(1)) to Indemnitee by reason of directors Indemnitee’s service as an officer of the Company, Holding Company and/or the Bank; or (iiii) such indemnification is provided that would not otherwise be permitted by the Company, 12 CFR §359 as currently in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofeffect.

Limitations on Indemnity. No indemnity Indemnity pursuant to Section 7.1 of this Agreement shall be paid by the Company: (a) if a court of competent jurisdiction renders a final adjudication on the merits, in an action, suit or proceeding in which the Executive is a party, that such indemnification is prohibited by law; (b) in connection with any transaction with respect to which a court of competent jurisdiction renders a final adjudication on the merits, in an action, suit or proceeding in which the Executive is a party, (i) that the Executive’s personal financial interest was in conflict with the financial interests of the Company or its shareholders and (ii) that the Executive derived an improper personal benefit; (c) on account of any claim against Employee solely for an accounting of profits made from the purchase acts or sale by Employee of securities omissions of the Company pursuant Executive to the provisions extent a court of competent jurisdiction renders a final adjudication on the merits, in an action, suit or proceeding in which the Executive is a party, that such acts or omissions (i) were not in good faith, or (ii) involved intentional misconduct, or (iii) were known to the Executive to be a violation by law; (d) in respect of any liability to the extent that a court of competent jurisdiction renders a final adjudication on the merits, in an action, suit or proceeding in which the Executive is a party, that such liability arises under any federal or state statute providing for personal liability by reason of the fact that the Executive is or was a director or officer of the Company, including, by way of example and not limitation, liability under Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended, but excluding any liability resulting from actions taken or similar provisions omitted by the Executive as a fiduciary of any federal, state or local statutory law; (b) on account an employee benefit plan of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty the Company to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreementextent otherwise indemnifiable hereunder; (e) if to the extent and only to the extent that a majority of the Board of Directors of the Company or a duly designated committee thereof, in either case consisting entirely of directors who are not at the time parties to the claim, action, suit or proceeding against the Executive, determines that the amount of expenses and/or settlements for which indemnification is not lawful (andsought is unreasonable, as determined by an informal survey of the outcomes in this respectsimilar cases, both if any, and/or the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and isCompany’s previous dealings in other matters or offers of settlement, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)if applicable; or (f) in connection with any claim, action, suit or proceeding (if such claim, action, suit or part thereof) proceeding was initiated by Employeethe Executive or her personal or legal representative, or any proceeding by Employee against involved the Company voluntary solicitation or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized intervention by the board Executive or her personal or legal representative (other than an action to enforce indemnification rights or an action initiated with the approval of directors a majority of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofBoard of Directors).

Limitations on Indemnity. No indemnity 3.1. The Company undertakes to indemnify Indemnitee, with respect to Section 1(i) above, and in accordance with the terms of this Agreement up to a total amount that will not exceed the lower amount of one of (a) 25% of the company’s equity, according to the recent financial statements of the company as of the time of the indemnification payment. (b) US$1,000,000 (One Million United States Dollars)]. Under the circumstances of indemnification of Indemnitee as set forth in this Agreement. 3.2. Indemnitee shall not be entitled to indemnification under Section 1, for financial obligations imposed arising from any of the following: (i) a breach of the duty of fiduciary by Xxxxxxxxxx, except, to the extent permitted by law, for a breach of the duty of fiduciary by the Indemnitee to the Company, a Subsidiary or an Affiliate while acting in good faith and having reasonable cause to assume that such act would not prejudice the interests of the Company, Subsidiary or Affiliate, as applicable; or (ii) a violation of the Indemnitee’s duty of care towards the Company, which was committed intentionally or recklessly, except if it was done in negligence only; or (iii) an act committed with the intention to realize a personal unlawful profit; or (iv) a fine or monetary penalty imposed on Indemnitee (excluding a fine or monetary penalty imposed pursuant to the conviction of a crime which requires proof of mens rea (criminal intent)); or (v) a counterclaim made by the Company or in its name in connection with a claim against the Company filed by Indemnitee, other than (a) by way of defense or by way of third party notice in connection with claim brought against the Indemnitee, or (b) in specific cases in which the Company’s Board of Directors has approved the initiation or bringing of such suit by Indemnitee, which approval shall not be unreasonably withheld. 3.3. The indemnification amount actually paid shall be paid limited to those amounts not covered by the Company: ’s directors and officers insurance policy (a) on account of any claim against Employee solely for an accounting of profits made the “D&O Policy”), such that Indemnitee will not be entitled to payment from the purchase or sale by Employee of securities of Company for amounts which Indemnitee has actually obtained under the Company pursuant D&O Policy. 3.4. Subject to the provisions of this Section 16(b) 3, the indemnification hereunder will, in each case, cover all sums of money that the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federalIndemnitee will be obligated to pay, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) those circumstances for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising permitted under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should law. 3.5. The Company will be submitted entitled to appropriate courts for adjudication); or (f) reimbursement of amounts collected from a third party in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against liabilities indemnified hereunder. Such reimbursement shall not exceed the amount the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant has paid to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofIndemnitee.

Limitations on Indemnity. No The foregoing indemnity shall be paid not extend to any Expense of any Indemnitee to the extent attributable to one or more of the following: (1) acts or omissions involving the willful misconduct or gross negligence of such Indemnitee or any Person acting on behalf of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Aircraft); (2) the failure by such Indemnitee to perform or observe any agreement, covenant or condition in any of the Operative Documents applicable to it, including, without limitation, the creation or existence of a Security Trustee Lien or a Lender Lien (except to the extent such failure was caused directly by the Company: (a) on account of any claim against Employee solely for an accounting of profits made from the purchase or sale by Employee of securities failure of the Company Borrower to perform any of its obligations under the Operative Documents); (3) any representation or warranty by such Indemnitee in the Operative Documents or in connection therewith being incorrect in any material respect; (4) with respect to any Indemnitee, a disposition (voluntary or involuntary) by such Indemnitee of all or any part of such Indemnitee’s interest in the Airframe, any Engine or in any Operative Document other than during the continuance of an Event of Default; (5) other than amounts necessary to make payments on an after-tax basis pursuant to Section 8(a)(iii), any Tax, or increase in Tax liability under any applicable law whether or not the provisions Borrower is required to indemnify for such Tax pursuant to Schedule III hereto; (6) acts or events occurring after the transfer of Section 16(b) possession of the Securities Exchange Act Aircraft pursuant to Article IX of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty the Mortgage except to the Company or resulting in any personal profit or advantage extent that such Claim is attributable to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) acts occurring in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board exercise of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated remedies pursuant to Section 9 hereof9.01 of the Mortgage following the occurrence and continuance of an Event of Default; (7) a failure on the part of the Security Trustee or the Administrative Agent to distribute in accordance with this Agreement or the Mortgage any amounts received and distributable by it hereunder or thereunder; and (8) any Expense which is payable or borne by a Person other than the Borrower pursuant to any provision of any Operative Document.

Limitations on Indemnity. No indemnity The Company shall not be paid by obligated under this Agreement or the CompanyArticles of Association of the Company to make any payment of Expenses to the Indemnitee if: (a) on account of any claim against Employee solely for an accounting of profits made from the purchase or sale such payment is prohibited by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory applicable law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which such payment is actually made to Employee the Indemnitee under a valid and collectible an insurance policy or under a valid and enforceable indemnity clause, bylaw or agreementpolicy, except in respect of any excess beyond the amount of payment under such insurance, clause, bylaw ; (c) the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (d) such payment would result in the Indemnitee gaining any personal profit or agreementadvantage to which he or she was not legally entitled; (e) if indemnification is not lawful (and, such Expenses result from a breach of the Indemnitee’s duty to avoid conflicting duties in this respect, both respect of any transaction concerning the Company or as a result of Indemnitee not following any corporate policies of the Company; (f) such payment is brought about or contributed to by the breach of the Indemnitee of any applicable anti-corruption, anti-bribery, anti-money laundering and Employee have been advised that sanctions laws and regulations, including the Securities Brazilian Federal Law No. 12,846/2013, or the Clean Company Act, the United States Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)Bribery Act 2010 of the United Kingdom; or (fg) in connection with such payment is brought about or contributed to by the fraud or dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any proceeding (or part thereof) initiated claims upon which suit may be brought against him by Employee, or reason of any proceeding by Employee against the Company or its directors, officers, Employees or other agentsalleged dishonesty on his part, unless (i) such indemnification is expressly required to it shall be made by lawdecided in a Proceeding that he committed acts of active and deliberate dishonesty with actual dishonest purpose and intent, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant and which acts were material to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofcause of action so adjudicated.

Limitations on Indemnity. (a) No indemnity pursuant to Section 1 or 2 hereof shall be paid by the CompanyCompany for any of the following: (ai) on account of any claim Any suit in which judgment is rendered against Employee solely Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended, or similar provisions of any federal, state or local statutory law; (bii) on account Any action, claim or proceeding (other than a proceeding referred to in Section 8(a) hereof) initiated by Indemnitee unless such action, claim or proceeding was authorized in the specific case by action of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductthe Board of Directors; (ciii) on account Any solicitation of Employee’s conduct that is established proxies by Indemnitee, or by a final judgment as constituting group of which he was or became a member consisting of two or more persons that had agreed (whether formally or informally and whether or not in writing) to act together for the purpose of soliciting proxies, in opposition to any solicitation of proxies approved by the Board of Directors; (iv) Any activities by Indemnitee that constitute a breach of Employee’s or default under any written agreement between Indemnitee and the Company; (v) Any action, claim or proceeding brought by the Company and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in breach of Indemnitee's fiduciary duty or contractual obligations of loyalty the Company, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled;its shareholders; or (dvi) for which payment is actually made to Employee under If a valid and collectible insurance policy or under final decision by a valid and enforceable indemnity clause, bylaw or agreement, except court having jurisdiction in respect of any excess beyond payment under the matter shall determine that such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication). (b) No indemnification or advance shall be made under this Agreement, unless a court of competent jurisdiction determines otherwise or unless required pursuant to Section 317(d) of the Code, in the following circumstances: (i) If such indemnification would be inconsistent with a provision of the Articles, the bylaws, a resolution of the shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the Proceeding which prohibits or otherwise limits indemnification; or (fii) If such indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement. (c) Notwithstanding any other provision in this Agreement, in the case of an action brought by or in the right of the Company for breach of a director's duty to the Company and its shareholders, the rights to indemnification in this Agreement in excess of those provided by Section 317 of the Code shall be subject to the limitations on indemnification set forth in Section 204(a)(11) of the Code. However, the rights to indemnification in this Agreement shall not be subject to the limitations set forth in such Section 204(a)(11) in connection with any proceeding (or part thereof) initiated by Employeethe case of, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such an action brought by or in the right of the Company for a breach of the director's duty to the Company and its shareholders for indemnification is expressly required to be made not in excess of the rights for indemnification provided by law, Section 317 of the Code or (ii) an action other than an action by or in the proceeding was authorized by the board of directors right of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant Company for breach of a director's duty to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofand its shareholders.

Limitations on Indemnity. (a) No indemnity pursuant to Section 1 or 2 hereof shall be paid by the CompanyCompany for any of the following: (ai) on account of any claim Any suit in which judgment is rendered against Employee solely Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended (the "Exchange Act"), or similar provisions of any federal, state or local statutory law; (bii) on account Any action, claim or proceeding (other than a proceeding referred to in Section 8(a) hereof) initiated by Indemnitee unless such action, claim or proceeding was authorized in the specific case by action of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductthe Board; (ciii) on account Any solicitation of Employee’s conduct that is established proxies by Indemnitee, or by a final judgment as constituting group of which he was or became a member consisting of two or more persons that had agreed (whether formally or informally and whether or not in writing) to act together for the purpose of soliciting proxies, in opposition to any solicitation of proxies approved by the Board; (iv) Any activities by Indemnitee that constitute a breach of Employee’s or default under any written agreement between Indemnitee and the Company; (v) Any action, claim or proceeding brought by the Company and approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in breach of Indemnitee's fiduciary duty or contractual obligations of loyalty the Company, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled;its shareholders; or (dvi) for which payment is actually made to Employee under If a valid and collectible insurance policy or under final decision by a valid and enforceable indemnity clause, bylaw or agreement, except court having jurisdiction in respect of any excess beyond payment under the matter shall determine that such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication). (b) No indemnification or advance shall be made under this Agreement, unless a court of competent jurisdiction determines otherwise or unless required pursuant to Section 317(d) of the Code, in the following circumstances: (i) If such indemnification would be inconsistent with a provision of the Articles, the Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the Proceeding which prohibits or otherwise limits indemnification; or (fii) If such indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement. (c) Notwithstanding any other provision in this Agreement, in the case of an action brought by or in the right of the Company for breach of a director's duty to the Company and its shareholders, the rights to indemnification in this Agreement in excess of those provided by Section 317 of the Code shall be subject to the limitations on indemnification set forth in Section 204(a)(11) of the Code. However, the rights to indemnification in this Agreement shall not be subject to the limitations set forth in such Section 204(a)(11) in connection with any proceeding (or part thereof) initiated by Employeethe case of, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such an action brought by or in the right of the Company for a breach of the director's duty to the Company and its shareholders for indemnification is expressly required to be made not in excess of the rights for indemnification provided by law, Section 317 of the Code or (ii) an action other than an action by or in the proceeding was authorized by the board of directors right of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant Company for breach of a director's duty to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofand its shareholders.

Limitations on Indemnity. No indemnity Notwithstanding any provision in this Agreement, the Holding Company shall not be paid by the Companyobligated pursuant to this Agreement in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on account behalf of Indemnitee under any claim against Employee solely for an accounting policy of profits made from directors’ and officers’ liability insurance purchased and maintained by the purchase Holding Company or sale by Employee of securities of other indemnity provision, except with respect to any excess beyond the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto amount paid under such insurance policy or similar provisions of any federal, state or local statutory lawother indemnity provision; (b) on account of Employee’s conduct that is established with respect to remuneration paid to Indemnitee if it shall be determined by a final judgment as knowingly fraudulent or deliberately dishonest or other final adjudication that constituted willful misconductsuch remuneration was in violation of applicable law; (c) on account where the act or omission for which Indemnitee seeks indemnification involves (i) intentional misconduct or a knowing violation of Employee’s conduct that is established by law, (ii) a final judgment violation of RCW 23B.08.310 (as constituting now in effect or as it may hereafter be amended) or any successor provision of the Statute, or (iii) a breach of Employee’s duty of loyalty to the Company transaction from which Indemnitee received or resulting will receive a benefit in any personal profit money, property or advantage services to which Employee was Indemnitee is not legally entitled; (d) where the act or omission for which payment is actually made Indemnitee seeks indemnification involves recklessness, unless the Holding Company elects by resolution of its shareholders to Employee under a valid and collectible insurance policy provide such indemnification pursuant to RCW 23B.08.550(2)(d) (as now in effect or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreementas it may hereafter by amended); (e) if a final decision by a court having jurisdiction in the Proceeding shall determine that such indemnification is not lawful lawful; (and, f) for any amounts paid in this respect, both any settlement of a Proceeding effected without the Holding Company’s written consent; (g) that would result in a “prohibited indemnification payment” (as such term is defined at 12 CFR §359.1(1)) to Indemnitee by reason of Indemnitee’s service as a director of the Holding Company and Employee have been advised that and/or the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)Bank; or (fh) that would not otherwise be permitted by 12 CFR §359 as currently in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofeffect.

Limitations on Indemnity. No indemnity shall be paid by The Corporation will not defend, hold harmless or indemnify Indemnitee, and has no obligation, duty or liability whatsoever to Indemnitee, hereunder or otherwise, with respect to and to the Company: extent of any claim or claims made in connection with the matters set forth in subsections (a) through (l) (whether the Corporation has provided Indemnitee notice of such matters or whether the Corporation has suspended or terminated Indemnitee’s employment on the basis of any such matters). a. on account of any claim against Employee solely Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company Corporation, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) b. on account of EmployeeIndemnitee’s conduct from which Indemnitee derived an improper personal benefit or gain; c. on account of Indemnitee’s conduct contrary to the best interests of the Corporation or its shareholders or that involved the absence of good faith on the part of Indemnitee; d. on account of Indemnitee’s conduct that is established by constituted intentional misconduct or a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductknowing and culpable violation of law; (c) e. on account of EmployeeIndemnitee’s conduct that is established by showed a final judgment as constituting a breach of Employeereckless disregard for the Indemnitee’s duty of loyalty to the Company Corporation or resulting its shareholders in any personal profit circumstances in which Indemnitee was aware, or advantage should reasonably have been aware, in the ordinary course of performing Indemnitee’s duties, of a risk of serious or intended harm to which Employee was not legally entitledthe Corporation or its shareholders; (d) f. on account of Indemnitee’s conduct that constituted a pattern of inattention that amounted to an abdication of the Indemnitee’s duty to the Corporation or its shareholders; g. on account of Indemnitee’s conduct which constituted a violation of the Indemnitee’s duties under Sections 310 or 316 of the California Corporations Code; h. for which payment is actually made to Employee Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) i. if indemnification is not lawful under law, statute or administrative rule or governmental regulation or order applicable to the Corporation, including the California Corporations Code, as amended (collectively, the “Code”) (and, in this respect, both the Company Corporation and Employee Indemnitee have been here advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or; (f) j. in connection with any proceeding (or part thereof) initiated by EmployeeIndemnitee against, or any proceeding by Employee against between Indemnitee and, the Company Corporation or its directors, executive officers, Employees officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding such indemnification was authorized by the board Board of directors Directors of the CompanyCorporation, or (iii) such indemnification is provided by the CompanyCorporation, in its sole discretion, pursuant to the powers vested in the Company Corporation under the NYCRRCode; k. with respect to any claim by or in the right of the Corporation: i. if the Indemnitee is adjudged to be liable to the Corporation in performance of the Indemnitee’s duty to the Corporation and its shareholders, unless and only to the extent that the court in which such claim is or was pending shall determine upon application that, in view of all of the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for expenses, and then only to the extent and in the event that the court shall determine; ii. for expenses incurred in defending a pending claim which is settled or otherwise disposed of without court approval; or iii. for amounts paid in settling or otherwise disposing of a pending claim without court approval; and l. to the extent, but only to the extent, that indemnification with respect to such claim (i) would be inconsistent with the Articles or Bylaws, or a resolution of the shareholders or agreement of the Corporation prohibiting or otherwise limiting such indemnification and in effect at the time of the accrual of the action or (ivii) would be inconsistent with any condition expressly imposed by a court or administrative or regulatory authority or agency having competent jurisdiction over the proceeding is initiated pursuant Corporation or a relevant aspect of the Corporation’s operations in approving a settlement, unless Indemnitee has been successful on the merits or unless the indemnification has been approved by the shareholders of the Corporation in accordance with Section 153 of the California Corporations Code (with the shares of the Indemnitee not being entitled to Section 9 hereofvote thereon).

Limitations on Indemnity. No The Company will not provide indemnity shall be paid by the Companypursuant to clauses 3 and 5 hereof: (a) on account of any claim determination or judgment against Employee Officer solely for an accounting of profits made from the purchase or sale by Employee Officer of securities of the Company pursuant to the provisions of Section 16(b) of the United States Securities Exchange Act of 1934 and amendments thereto or similar provisions of any United States federal, state or local statutory law; (b) on account of EmployeeOfficer’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) in respect of any liability that cannot be indemnified by reason of sections 172 and 172B of the Act; (d) on account of EmployeeOfficer’s conduct that is established by a final judgment as constituting a breach of EmployeeOfficer’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee Officer was not legally entitled; (de) for which payment is actually made to Employee Officer under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw article or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw article or agreement; (ef) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)Act or otherwise; or (fg) in connection with any proceeding (or part thereof) initiated by EmployeeOfficer, or any proceeding by Employee Officer against the Company or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board Board of directors Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRRAct, or (iv) the proceeding is initiated pursuant to Section 9 clause 8 hereof.

Limitations on Indemnity. No indemnity pursuant to Sections 2 or 3 hereof shall be paid by the CompanyCorporation: (a) on account of any claim against Employee solely Agent for an accounting of profits made from the purchase or sale by Employee Agent of securities of the Company Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of EmployeeAgent’s conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconductmisconduct (but only to the extent of such specific conduct); (c) on account of EmployeeAgent’s conduct that is established by a final judgment as constituting constituted a breach of EmployeeAgent’s duty of loyalty to the Company Corporation or resulting resulted in any personal profit or advantage to which Employee Agent was not legally entitled; (d) for which payment is actually made to Employee Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company Corporation and Employee Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or; (f) in connection with any proceeding (or part thereof) initiated by EmployeeAgent, or any proceeding by Employee Agent against the Company Corporation or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board Board of directors Directors of the CompanyCorporation, (iii) such indemnification is provided by the CompanyCorporation, in its sole discretion, pursuant to the powers vested in the Company Corporation under the NYCRRCode, or (iv) the proceeding is initiated pursuant to Section 9 10 hereof. Any provision herein to the contrary notwithstanding, the Corporation shall not be obligated pursuant to the terms of this Agreement to indemnify Agent or otherwise act in violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration statement filed with the Securities and Exchange Commission (the “SEC”) under the Act. Agent acknowledges that the SEC takes the position that indemnification for certain liabilities arising under the Act are against public policy and requires that the Corporation undertake to submit claims for indemnification against such liabilities (“Claims”) to a court of appropriate jurisdiction, unless such Claims are for the payment by the Corporation for expenses incurred or paid by the Agent in the successful defense of any action, suit, proceeding, or if, in the opinion of the Corporation’s counsel, indemnification of such Claims has not been settled by controlling precedent. The Corporation will be bound by the final adjudication with respect to whether indemnification for such Claims is against public policy. Agent specifically agrees that any such undertaking by the Corporation shall supersede the provisions of this Agreement and to be bound by any such undertaking. Notwithstanding any other provision of this Agreement, to the extent that Agent has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Corporation shall indemnify Agent against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Limitations on Indemnity. No indemnity 11.4.1 Notwithstanding anything to the contrary contained in this Agreement, no indemnification for Losses may be recovered from Seller under SECTION 11.2 of this Agreement unless and until the aggregate amount of such indemnifiable Losses exceeds $26,500 ("SELLER'S INDEMNIFICATION THRESHOLD"); provided, however, Seller's Indemnification Threshold shall not be paid by applicable with respect to any of the Company: following ("EXCLUDED LIABILITIES"): (a) on account any breach of any claim against Employee solely for an accounting of profits representation or warranty made from the purchase by Seller in this Agreement that was fraudulent or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federalintentional, state or local statutory law; (b) on account any breach of Employee’s conduct that is established by a final judgment as knowingly fraudulent any covenant, agreement or deliberately dishonest or that constituted willful misconduct; obligation of Seller contained in this Agreement, (c) on account any liability or obligation arising out of Employee’s conduct an Excluded Asset for which Buyer or the LLC become or remain liable after Closing and for which a full adjustment was not made at Closing and (d) Seller's obligation to pay any post-Closing adjustments pursuant to SECTION 3.3. With respect to any indemnity claim under SECTION 11.2, Losses incurred with respect to any breach of any representation or any warranty that is established specifically qualified by materiality or any value impairment qualified by materiality or any adverse affect qualified by materiality, the misrepresentation, breach, value impairment or adverse affect shall be considered material and Seller's Indemnification Threshold satisfied if the Losses to Buyer or the LLC as a final judgment as constituting result of the misrepresentation, breach, impairment or affect are or may be at least $26,500; provided, however, that with regard to any representation or warranty pertaining to compliance with any Legal Requirement or Governmental Permit, the Losses must result from a Third Party Action requesting correction or compliance costing Buyer or the LLC in the aggregate at least $26,500, or Persons asserting claims against Buyer or the LLC of at least $26,500 in the aggregate. Notwithstanding anything to the contrary contained in this Agreement, no indemnification for Losses may be recovered from Buyer under SECTION 11.3 of this Agreement unless and until the amount of such indemnifiable Losses for an indemnification claim exceeds $25,000 ("BUYER'S INDEMNIFICATION THRESHOLD"); provided, however, Buyer's Indemnification Threshold shall not be applicable with respect to any of the following: (a) any breach of any representation or warranty made by Buyer in this Agreement that was fraudulent or intentional; (b) Buyer's obligation to pay any post-Closing adjustments pursuant to SECTION 3.3; or (c) any failure by the LLC to assume and discharge the Assumed Liabilities in accordance with the Acceptance and Assumption signed by the LLC on the Contribution Date. Notwithstanding anything herein to the contrary, if any indemnification claim exceed $26,500 in the case of claims against Seller and $25,000 in the case of Buyer then, subject to the application of the Indemnification Ceiling, all Losses, including those under the Indemnification Thresholds, shall be subject to the indemnification obligations in this SECTION 11.4.1. 11.4.2 The aggregate amount of indemnification for Losses which may be recovered from Seller under SECTION 11.2 or Buyer or the LLC under SECTION 11.3 shall not exceed the amount of $262,050 (the "INDEMNIFICATION CEILING") unless the Losses relate to (a) an Excluded Liability; (b) the obligation to pay post-Closing adjustments pursuant to SECTION 3.3; (c) in the case of the LLC, to the LLC's Assumed Liabilities; (d) in the case of Buyer, to payment of the Holdback; (e) in the case of Seller, to any Loses pertaining to a breach of Employee’s duty of loyalty a representation, warranty or covenant that is not subject to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)One Year Survival Period; or (f) in connection the case of Seller, any failure to pay any Taxes owed by Seller or the LLC prior to the Closing Time or any failure by Seller or ERISA Affiliate to comply with any proceeding (or part thereof) initiated by EmployeeEnvironmental Laws, ERISA, or relating to any proceeding by Employee against Seller's Plans or any Losses arising out of any employment or copyright matters pertaining to the Company period prior to Closing; and (g) in the case of Seller, any breach or its directors, officers, Employees failure of any representation or other agents, unless (i) such indemnification is expressly required warranty of title pertaining to be made by law, (ii) the proceeding was authorized by the board of directors any of the Company, (iii) such indemnification is provided by Assets or the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofLLC Interest.

Limitations on Indemnity. No indemnity The indemnification provided for in Section 8.2(a), Section 8.2(b) and Section 8.2(c) above is subject to the following limitations: (i) An Indemnifying Party shall have no indemnification obligation in respect of claims made pursuant to Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(c)(i), as applicable, unless the Indemnified Party gives written notice of the claim to the Indemnifying Party in accordance with the procedures set forth herein on or before the Applicable Limitation Date. If the Indemnified Party delivers such written notice of a claim on or prior to the Applicable Limitation Date, then the Indemnifying Party’s indemnification obligation, if any, in respect of the claims described in the notice shall survive the Applicable Limitation Date, notwithstanding that the representations and warranties on which such claim is based have expired. (ii) An Indemnifying Party shall have no indemnification obligation in respect of claims made pursuant to Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(c)(i) unless and until the aggregate amount of all Losses incurred by all Buyer Indemnified Parties or Company Indemnified Parties, as applicable, exceeds $150,000 (the “Threshold”), whereupon such Indemnifying Party shall be responsible for the indemnification of all Losses from the first dollar; provided, however, that notwithstanding the foregoing, the Threshold limitation shall not apply in respect of any Losses incurred by an Indemnified Party which arise as a result of or in connection with a breach of (A) any of the Fundamental Representations, or (B) any representation or warranty set forth in Section 3.19 (Taxes), Section 3.21 (Employee Benefit Plans) or Section 3.23 (Environmental Matters). For the avoidance of doubt, the Threshold limitation shall also not apply in respect of any claims made by an Indemnified Party pursuant to Section 8.2(a)(ii), Section 8.2(a)(iii), Section 8.2(a)(iv), Section 8.2(a)(v) and Section 8.2(a)(vi), Section 8.2(b)(ii) and Section 8.2(b)(iii), or Section 8.2(c)(ii), as applicable. (iii) An Indemnifying Party shall have no indemnification obligation in respect of claims made pursuant to Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(c)(i), as applicable, to the extent that the aggregate amount of Losses incurred by the Indemnifying Party under such applicable section exceeds $2,500,000 (the “Cap”); provided, however, that notwithstanding the foregoing, the Cap limitation shall not apply in respect of any Losses incurred by an Indemnified Party which arise as a result of or in connection with a breach of (A) any of the Fundamental Representations, or (B) any representation or warranty set forth in Section 3.19 (Taxes), Section 3.21 (Employee Benefit Plans) or Section 3.23 (Environmental Matters). For the avoidance of doubt, the Cap limitation shall also not apply in respect of any claims made by an Indemnified Party pursuant to Section 8.2(a)(ii), Section 8.2(a)(iii), Section 8.2(a)(iv), Section 8.2(a)(v) and Section 8.2(a)(vi), Section 8.2(b)(ii) and Section 8.2(b)(iii), or Section 8.2(c)(ii), as applicable. (iv) Subject to Section 8.3, a Buyer Indemnified Party may pursue indemnification claims under Section 8.2(a) against the Company and/or the Members, in its discretion; provided, that no Member shall be liable for indemnification under Section 8.2(a) or Section 8.2(c) in an amount which exceeds such Member’s Pro Rata Share of the portion of any such indemnifiable Losses which are not paid by the Company: (a. No Member shall be responsible for indemnification under Section 8.2(c) on account in respect of any claim against Employee solely for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty a representation, warranty, covenant or agreement of loyalty another Member. Subject to Section 8.2(h), no Member shall be liable for indemnification under Section 8.2(a) or Section 8.2(c) for more than the Company or resulting in any personal profit or advantage to which Employee was not legally entitled;amount of its Pro Rata Share of the Cash Purchase Price. (dv) Solely for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect purposes of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both determining the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) amount of Losses incurred in connection with any proceeding indemnification claims made under this Section 8 (but not for purposes of determining whether or part thereof) initiated not a breach of representation or warranty has first occurred), all representations and warranties set forth herein or in the Disclosure Schedules that are qualified by Employee, reference to “material,” “materially,” “Material Adverse Effect” or any proceeding by Employee against the Company or its directorssimilar term (collectively, officers, Employees or other agents, unless (i“Materiality Qualifiers”) shall be deemed to have been made without giving effect to such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofMateriality Qualifiers.

Limitations on Indemnity. No indemnity shall be paid by the CompanyCorporation: (a) on account of any claim against Employee solely for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (eb) on account of any claim against Agent for an accounting or disgorgement of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law providing for, or regulatory action regarding, an accounting or disgorgement of profits; (c) if indemnification is not lawful (and, in this respect, both the Company Corporation and Employee Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or; (fd) in connection with any proceeding (or part thereof) initiated by EmployeeAgent, or any proceeding by Employee Agent against the Company Corporation or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board Board of directors Directors of the CompanyCorporation, (iii) such indemnification is provided by the CompanyCorporation, in its sole discretion, pursuant to the powers vested in the Company Corporation under the NYCRRCode, or (iv) the proceeding is initiated pursuant to Section 9 8 hereof.

Limitations on Indemnity. No indemnity shall be paid by The obligation of the CompanyCorporation to indemnify the Indemnitee in accordance with paragraph 1 hereof will only apply if: (a) on account of any claim against Employee solely for an accounting of profits made from the purchase or sale by Employee of securities Indemnitee acted honestly and in good faith with a view to the best interests of the Company pursuant to Corporation or Affiliate, as the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;case may be; and (b) on account in the case of Employeea non-civil proceeding, the Indemnitee had reasonable grounds for believing that the Indemnitee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account was lawful. Termination of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee judgment, order, settlement or conviction, or upon a plea of “nolo contendere” or its equivalent, or similar or other result, will not, of itself, create any presumption for the purposes of this Agreement that the Indemnitee did not act honestly and in good faith with a view to the best interests of the Corporation or an Affiliate, as the case may be, or, in the case of a proceeding other than a civil proceeding, that the Indemnitee did not have reasonable grounds for believing that the Indemnitee’s conduct was lawful (unless the judgment or order of a court or another tribunal of competent jurisdiction specifically finds otherwise). Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its shareholders) to have made a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its shareholders) that the Indemnitee has not met such applicable standard of conduct, will be a defence to any action brought by the Indemnitee against the Company or its directorsCorporation to recover the amount of any indemnification claim, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) nor create a presumption that the proceeding was authorized by Indemnitee has not met the board applicable standard of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofconduct.

Limitations on Indemnity. No indemnity 11.4.1 Notwithstanding anything to the contrary contained in this Agreement, no indemnification for Losses may be recovered from Seller under SECTION 11.2 of this Agreement unless and until the aggregate amount of such indemnifiable Losses exceeds $56,250 ("SELLER'S INDEMNIFICATION THRESHOLD"); provided, however, Seller's Indemnification Threshold shall not be paid by applicable with respect to any of the Company: following ("EXCLUDED LIABILITIES"): (a) on account any breach of any claim against Employee solely for an accounting of profits representation or warranty made from the purchase by Seller in this Agreement that was fraudulent or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federalintentional, state or local statutory law; (b) on account any breach of Employee’s conduct that is established by a final judgment as knowingly fraudulent any covenant, agreement or deliberately dishonest or that constituted willful misconduct; obligation of Seller contained in this Agreement, (c) on account any liability or obligation arising out of Employee’s conduct an Excluded Asset for which Buyer or the LLC become or remain liable after Closing and for which a full adjustment was not made at Closing and (d) Seller's obligation to pay any post-Closing adjustments pursuant to SECTION 3.3. With respect to any indemnity claim under SECTION 11.2, Losses incurred with respect to any breach of any representation or any warranty that is established specifically qualified by materiality or any value impairment qualified by materiality or any adverse affect qualified by materiality, the misrepresentation, breach, value impairment or adverse affect shall be considered material and Seller's Indemnification Threshold satisfied if the Losses to Buyer or the LLC as a final judgment as constituting result of the misrepresentation, breach, impairment or affect are or may be at least $56,250; provided, however, that with regard to any representation or warranty pertaining to compliance with any Legal Requirement or Governmental Permit, the Losses must result from a Third Party Action requesting correction or compliance costing Buyer or the LLC in the aggregate at least $56,250, or Persons asserting claims against Buyer or the LLC of at least $56,250 in the aggregate. Notwithstanding anything to the contrary contained in this Agreement, no indemnification for Losses may be recovered from Buyer under SECTION 11.3 of this Agreement unless and until the amount of such indemnifiable Losses for an indemnification claim exceeds $25,000 ("BUYER'S INDEMNIFICATION THRESHOLD"); provided, however, Buyer's Indemnification Threshold shall not be applicable with respect to any of the following: (a) any breach of any representation or warranty made by Buyer in this Agreement that was fraudulent or intentional; (b) Buyer's obligation to pay any post-Closing adjustments pursuant to SECTION 3.3; or (c) any failure by the LLC to assume and discharge the Assumed Liabilities in accordance with the Acceptance and Assumption signed by the LLC on the Contribution Date. Notwithstanding anything herein to the contrary, if any indemnification claim exceed $56,250 in the case of claims against Seller and $25,000 in the case of Buyer then, subject to the application of the Indemnification Ceiling, all Losses, including those under the Indemnification Thresholds, shall be subject to the indemnification obligations in this SECTION 11.4.1. 11.4.2 The aggregate amount of indemnification for Losses which may be recovered from Seller under SECTION 11.2 or Buyer or the LLC under SECTION 11.3 shall not exceed the amount of $878,700 (the "INDEMNIFICATION CEILING") unless the Losses relate to (a) an Excluded Liability; (b) the obligation to pay post-Closing adjustments pursuant to SECTION 3.3; (c) in the case of the LLC, to the LLC's Assumed Liabilities; (d) in the case of Buyer, to payment of the Holdback; (e) in the case of Seller, to any Loses pertaining to a breach of Employee’s duty of loyalty a representation, warranty or covenant that is not subject to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)One Year Survival Period; or (f) in connection the case of Seller, any failure to pay any Taxes owed by Seller or the LLC prior to the Closing Time or any failure by Seller or ERISA Affiliate to comply with any proceeding (or part thereof) initiated by EmployeeEnvironmental Laws, ERISA, or relating to any proceeding by Employee against Seller's Plans or any Losses arising out of any employment or copyright matters pertaining to the Company period prior to Closing; and (g) in the case of Seller, any breach or its directors, officers, Employees failure of any representation or other agents, unless (i) such indemnification is expressly required warranty of title pertaining to be made by law, (ii) the proceeding was authorized by the board of directors any of the Company, (iii) such indemnification is provided by Assets or the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofLLC Interest.

Limitations on Indemnity. No indemnity Notwithstanding any other provisions of this Agreement, the Company shall be paid by not indemnify the CompanyIndemnitee against any Eligible Penalty or pay any Expenses of the Indemnitee: (a) if the indemnity or payment is made under an earlier agreement to indemnify or pay Expenses and, at the time that the agreement to indemnify or pay Expenses was made, the Company was prohibited from giving the indemnity or paying the Expenses by its notice of articles or articles; (b) if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay Expenses and, at the time that the indemnity or payment is made, the Company is prohibited from giving the indemnity or paying the Expenses by its notice of articles or articles; (c) if, in relation to the subject matter of an Eligible Proceeding, the Indemnitee did not act honestly and in good faith with a view to the best interests of the Company or the Associated Corporation, as the case may be; (d) in the case of an Eligible Proceeding other than a civil proceeding, if the Indemnitee did not have reasonable grounds for believing that the Indemnitee’s conduct in respect of which the proceeding was brought was lawful; (e) if the Company is prohibited by applicable law from making such payments; (f) if such payments have been paid to, or on account behalf of, the Indemnitee under an insurance policy, except in respect of any excess beyond the amount paid under such insurance; (g) for which payments the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; or (h) resulting from a claim against Employee solely for decided in an accounting of Eligible Proceeding adversely to the Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee was not legally entitled, including any profits made from the purchase or sale by Employee the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity shall be paid by The Corporation will not defend, hold harmless or indemnify Indemnitee, and has no obligation, duty or liability whatsoever to Indemnitee, hereunder or otherwise, with respect to and to the Company: extent of any claim or claims made in connection with the matters set forth in subsections (a) through (k) (whether the Corporation has provided Indemnitee notice of such matters or whether the Corporation has suspended or terminated Indemnitee’s employment on the basis of any such matters): a. on account of any claim against Employee solely Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company Corporation, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) b. on account of EmployeeIndemnitee’s conduct from which Indemnitee derived an improper personal benefit or gain; c. on account of Indemnitee’s conduct contrary to the best interests of the Corporation or its shareholders or that involved the absence of good faith on the part of Indemnitee; d. on account of Indemnitee’s conduct that is established by constituted intentional misconduct or a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductknowing and culpable violation of law; (c) e. on account of EmployeeIndemnitee’s conduct that is established by showed a final judgment as constituting a breach of Employeereckless disregard for the Indemnitee’s duty of loyalty to the Company Corporation or resulting its shareholders in any personal profit circumstances in which Indemnitee was aware, or advantage should reasonably have been aware, in the ordinary course of performing Indemnitee’s duties, of a risk of serious or intended harm to which Employee was not legally entitledthe Corporation or its shareholders; (d) f. on account of Indemnitee’s conduct that constituted a pattern of inattention that amounted to an abdication of the Indemnitee’s duty to the Corporation or its shareholders; g. on account of Indemnitee’s conduct which constituted a violation of the Indemnitee’s duties under Sections 310 or 316 of the California Corporations Code; h. for which payment is actually made to Employee Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;; Asyst D&O Indemnification Agreement (e) i. if indemnification is not lawful under law, statute or administrative rule or governmental regulation or order applicable to the Corporation, including the California Corporations Code, as amended (collectively, the “Code”) (and, in this respect, both the Company Corporation and Employee Indemnitee have been here advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); j. with respect to any claim by or in the right of the Corporation: i. if the Indemnitee is adjudged to be liable to the Corporation in performance of the Indemnitee’s duty to the Corporation and its shareholders, unless and only to the extent that the court in which such claim is or was pending shall determine upon application that, in view of all of the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for expenses, and then only to the extent and in the event that the court shall determine; ii. for expenses incurred in defending a pending claim which is settled or otherwise disposed of without court approval; or iii. for amounts paid in settling or otherwise disposing of a pending claim without court approval; and k. to the extent, but only to the extent, that indemnification with respect to such claim (fx) would be inconsistent with the Articles or Bylaws, or a resolution of the shareholders or agreement of the Corporation prohibiting or otherwise limiting such indemnification and in effect at the time of the accrual of the action or (y) would be inconsistent with any condition expressly imposed by a court or administrative or regulatory authority or agency having competent jurisdiction over the Corporation or a relevant aspect of the Corporation’s operations in approving a settlement, unless Indemnitee has been successful on the merits or unless the indemnification has been approved by the shareholders of the Corporation in accordance with Section 153 of the California Corporations Code (with the shares of the Indemnitee not being entitled to vote thereon). Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any proceeding (or part thereof) initiated by EmployeeIndemnitee against, or any proceeding by Employee against between Indemnitee and, the Company Corporation or its directors, executive officers, Employees officers, employees or other agents, unless (i) such indemnification is expressly required by law to be made provided by lawthe Corporation, (ii) the proceeding such indemnification was authorized by the board Board of directors Directors of the CompanyCorporation, (iii) the Corporation has joined in or the Board has authorized the initiation of such proceeding (iv) such indemnification is provided by the CompanyCorporation, in its sole discretion, pursuant to the powers vested in the Company Corporation under the NYCRRCode, or (ivv) the proceeding is initiated pursuant one to enforce indemnification rights as provided in Section 9 hereof5, below.

Limitations on Indemnity. No indemnity shall be paid by the Company: (a) on account Except in the case of actual fraud, Seller shall have no obligation to indemnify Buyer Indemnified Persons against, or reimburse any claim against Employee solely for an accounting of profits made from the purchase or sale by Employee of securities of the Company Buyer Indemnified Persons for, any Losses pursuant to Section 8.2 after the provisions aggregate amount of Section 16(b) all payments made by Seller hereunder in respect of such Losses equals the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;Purchase Price. (b) on account No Seller Indemnified Person shall have any claim for contribution from or against the Company or any Subsidiary as a result of Employee’s conduct that is established any indemnification or other payments made by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;Seller to any of the Buyer Indemnified Persons pursuant to this Agreement. (c) on account Except (i) pursuant to a Side Agreement, (ii) in the case of Employee’s conduct actual fraud or (iii) for any claim against Seller or any equityholder of Seller or any equityholder of a party to a Side Agreement in the event of a distribution or transfer of assets to any such equityholder or a declaration or payment of dividends or distribution, that in each case, violated (A) in the case of Seller or a Seller Party that is established a Delaware limited liability company, the Delaware Limited Liability Company Act (assuming, for this purpose, that Seller or such Seller Party remains a Delaware limited liability company subject to the Delaware Limited Liability Company Act notwithstanding any change in the organizational form of Seller after the Closing) or (B) in the case of any other such Person, any applicable Law, no claim shall be brought or maintained pursuant to this Article 8 by a final judgment as constituting a breach of Employee’s duty of loyalty to Buyer, the Company or resulting any of their respective successors or permitted assigns or any other Buyer Indemnified Person against any officer, director, manager, equityholder or employee (present or former) of Seller or any officer, director, manager or employee (present or former) of the Company (for the avoidance of doubt, excluding Seller itself), and, except as set forth above, no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any personal profit of the representations, warranties or advantage to which Employee was not legally entitled;covenants of the Company or Seller set forth or contained in this Agreement or any Exhibit or Schedule hereto or any certificate delivered hereunder. (d) No information or knowledge acquired, or investigations conducted, by Buyer or its representatives of the Company, the Subsidiaries, any of their respective businesses, assets, liabilities, or otherwise, shall in any way limit, or constitute a waiver of, or a defense to, any claim for which payment is actually made to Employee indemnification or other claim by Buyer or any Buyer Indemnified Person under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;this Agreement. (e) if indemnification is not lawful (andNotwithstanding anything contained herein or elsewhere to the contrary, all “material”, “Material Adverse Effect” or similar materiality type qualifications contained in the representations and warranties set forth in this respectAgreement (other than the representations and warranties set forth in Section 3.7(a)(ii)) shall be ignored and not given any effect for the indemnification provisions of this Agreement, both including, without limitation, for purposes of (i) determining the Company amount of any Losses incurred with respect to the indemnification provisions hereof, (ii) determining whether or not a breach of a representation or warranty has occurred and Employee (iii) determining whether any the limitations on indemnification hereunder have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); orsurpassed. (f) Nothing in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee this Agreement shall limit the right of the Buyer Indemnified Person to make claims against the Company or its directorsR&W Insurance Policy. For purposes of clarity, officersas between Buyer, Employees or on the one hand, and the insurer under the R&W Insurance Policy, on the other agentshand, unless none of the terms, limitations, conditions and restrictions (including time for asserting claims) on indemnification set forth in this Article 8 shall affect the rights of the Buyer Indemnified Persons under the R&W Insurance Policy, which rights shall be governed solely thereby (g) Notwithstanding anything to the contrary herein, none of the Buyer Indemnified Persons shall be entitled to indemnification with respect to Taxes: (i) such indemnification is resulting from transactions or actions taken by any of the Buyer Indemnified Persons on the Closing Date after the Closing outside of the Ordinary Course except as expressly required to be made contemplated by lawthis Agreement, (ii) imposed for or with respect to any taxable period (or portion thereof) beginning after the proceeding was authorized by Closing Date, except to the board extent attributable to a breach of directors of the CompanySection 3.9(t), or (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested extent attributable to any breach of the covenants contained in Section 6.2 by any of the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofBuyer Indemnified Persons.

Limitations on Indemnity. No indemnity (a) The Corporation shall not be paid by the Companyliable under this Agreement to make any payment in connection with any Claim made against Indemnitee: (a1) For which payment is made to Indemnitee under a valid and collectible insurance policy, except for any excess beyond the amount of payment under such insurance policy; (2) For which Indemnitee is indemnified by the Corporation otherwise than pursuant to this Agreement; (3) For any of the following: (i) the amount of a financial benefit received by a director to which he or she is not entitled; (ii) intentional infliction of harm on account the corporation or the shareholders; (iii) a violation of any claim against Employee solely for Section 551 of the MBCA; or (iv) an intentional criminal act, except as authorized in Section 564c of the MBCA; (4) For an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to Corporation, within the provisions meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto thereto, or similar successor statute or provisions of any federal, state or local statutory law;; or (b5) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for For which payment of indemnification by the Corporation is actually made otherwise prohibited by applicable law. Both the Corporation and the Indemnitee acknowledge that in certain instances federal law or applicable public policy may prohibit the Corporation from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Corporation has undertaken or may be required in the future to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that undertake with the Securities and Exchange Commission believes that to submit the question of indemnification to a certain court in circumstances for liabilities arising a determination of the Corporation's right under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); orindemnify Indemnitee. (fb) Except as provided in Paragraph 8 hereof, the Corporation shall not be liable under this Agreement to make any payment in connection with any proceeding (or part thereof) action initiated by Employee, Indemnitee against the Corporation or any proceeding by Employee against director of the Company or its directors, officers, Employees or other agentsCorporation, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, Corporation has joined in its sole discretion, pursuant or consented to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofinitiation of such action.

Limitations on Indemnity. No indemnity Corporation shall not be paid by obligated under this Agreement to make any payment of Expenses to the Company:Indemnitee. (a) on account which payment it is prohibited by applicable law from paying as indemnity; (b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by Corporation otherwise than pursuant to this Agreement; (d) resulting from a claim against Employee solely decided in a Proceeding adversely to the Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled; (e) resulting from a claim decided in a Proceeding adversely to the Indemnitee for an accounting of profits made from the purchase or sale by Employee the Indemnitee of securities of Corporation within the Company pursuant to the provisions meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state statutory law or local statutory common law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with brought about or contributed to by the dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any proceeding (or part thereof) initiated claims upon which suit may be brought against him by Employee, or reason of any proceeding by Employee against the Company or its directors, officers, Employees or other agentsalleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) such indemnification is expressly required to be made by lawacts of active and deliberate dishonesty, (ii) the proceeding was authorized by the board of directors of the Companywith actual dishonest purpose and intent, and (iii) such indemnification is provided by the Company, in its sole discretion, pursuant which acts were material to the powers vested cause of action so adjudicated. For purposes of Sections 3 and 4, the phrase "decided in a Proceeding" shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the Company under the NYCRRrequisite legal authority to make such a decision, which decision has become final and from which no appeal or (iv) the other review proceeding is initiated pursuant to Section 9 hereofpermissible.

Limitations on Indemnity. No indemnity shall be paid by the Company: (a) on account of any claim against Employee Executive solely for an accounting of profits made from the purchase or sale by Employee Executive of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s Executive's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s Executive's conduct that is established by a final judgment as constituting a breach of Employee’s Executive's duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee Executive was not legally entitled; (d) for which payment is actually made to Employee Executive under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee Executive have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (ft) in connection with any proceeding (or part thereof) initiated by EmployeeExecutive, or any proceeding by Employee Executive against the Company or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity shall pursuant to Section 1 will be paid by the Company: (a) on account Except to the extent that the aggregate amount of Losses to be indemnified exceed the aggregate amount of such Losses for which the Indemnitee is actually paid or reimbursed pursuant to directors’ and officers’ liability insurance, if any, which may be purchased and maintained by the Company or any claim against Employee solely for an accounting of profits made its subsidiaries or pursuant to the Certificate of Incorporation, the By-Laws or otherwise; (b) To the extent determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that the Indemnitee actually realized a personal gain or profit to which the Indemnitee was not legally entitled, including profit from the purchase or and sale by Employee the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal1934, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductamended; (c) on On account of Employee’s the Indemnitee's conduct if it is proven by clear and convincing evidence in a court of competent jurisdiction that is established by a final judgment as constituting a breach of Employee’s duty of loyalty the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or resulting in any personal profit or advantage undertaken with reckless disregard for the best interests of the Company, except to which Employee was not legally entitledthe extent such indemnity is otherwise permitted under the DGCL; (d) for With respect to any remuneration paid to the Indemnitee determined, by a court having jurisdiction in the matter in a final adjudication from which payment there is actually made no further right of appeal, to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except have been in respect violation of any excess beyond payment under such insurance, clause, bylaw or agreementlaw; (e) if If it shall have been determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that indemnification is not lawful lawful; (andf) On account of the Indemnitee's conduct to the extent it relates to any matter that occurred prior to the time such individual became an executive officer or a director of the Company; provided, in however, that this respectlimitation will not apply to the extent such matter occurred while the Indemnitee was a director, both officer, employee or agent of the Company and Employee have been advised that or its subsidiaries (other than prior to the Securities and Exchange Commission believes that indemnification for liabilities arising under time such entity became a subsidiary of the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationCompany); or (fg) in connection with any proceeding (or part thereof) initiated No indemnity pursuant to Section 1 shall be paid by Employee, or any proceeding by Employee against the Company with respect to Proceedings initiated or its directorsbrought voluntarily by the Indemnitee and not by way of defense, officersexcept pursuant to Section 7 with respect to proceedings brought to enforce rights or to collect money due under this Agreement; provided, Employees or other agentshowever, unless that indemnity may be provided by the Company in specific cases if (i) such indemnification authorized by another agreement to which the Company is expressly required to be made by lawa party whether heretofore or hereafter entered, (ii) the proceeding was authorized otherwise ordered by the board of directors of court in which the CompanyProceeding is brought, or (iii) the Board finds it to be appropriate. In no event will the Company be obligated to indemnify the Indemnitee pursuant to this Agreement to the extent such indemnification is provided prohibited by applicable law. A determination as to whether the Company, Indemnitee will be entitled to indemnification under Section 1 will be made in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (ivaccordance with Section 3(a) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity 3.1. The Company undertakes to indemnify Indemnitee, with respect to Section 1(i) above, and in accordance with the terms of this Agreement up to a total amount of US$__________ (__________ United States Dollars) in the aggregate, under the circumstances of indemnification of Indemnitee as set forth in this Agreement. 3.2. Indemnitee shall not be entitled to indemnification under Section 1, for financial obligations imposed arising from any of the following: (i) a breach of the duty of fiduciary by Indemnitee, except, to the extent permitted by law, for a breach of the duty of fiduciary by the Indemnitee to the Company, a Subsidiary or an Affiliate while acting in good faith and having reasonable cause to assume that such act would not prejudice the interests of the Company, Subsidiary or Affiliate, as applicable; or (ii) a violation of the Indemnitee’s duty of care towards the Company, which was committed intentionally or recklessly, except if it was done in negligence only; or (iii) an act committed with the intention to realize a personal unlawful profit; or (iv) a fine or monetary penalty imposed on Indemnitee (excluding a fine or monetary penalty imposed pursuant to the conviction of a crime which requires proof of mens rea (criminal intent)); or (v) a counterclaim made by the Company or in its name in connection with a claim against the Company filed by Indemnitee, other than (a) by way of defense or by way of third party notice in connection with claim brought against the Indemnitee, or (b) in specific cases in which the Company’s Board of Directors has approved the initiation or bringing of such suit by Indemnitee, which approval shall not be unreasonably withheld. 3.3. The indemnification amount actually paid shall be paid limited to those amounts not covered by the Company: ’s directors and officers insurance policy (a) on account of any claim against Employee solely for an accounting of profits made the “D&O Policy”), such that Indemnitee will not be entitled to payment from the purchase or sale by Employee of securities of Company for amounts which Indemnitee has actually obtained under the Company pursuant D&O Policy. 3.4. Subject to the provisions of this Section 16(b) 3, the indemnification hereunder will, in each case, cover all sums of money that the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federalIndemnitee will be obligated to pay, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) those circumstances for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising permitted under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should law. 3.5. The Company will be submitted entitled to appropriate courts for adjudication); or (f) reimbursement of amounts collected from a third party in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against liabilities indemnified hereunder. Such reimbursement shall not exceed the amount the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant has paid to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofIndemnitee.

Limitations on Indemnity. No The foregoing indemnity shall be paid not extend to any Expense of any Indemnitee to the extent attributable to one or more of the following: (1) acts or omissions involving the willful misconduct or gross negligence of such Indemnitee or any Person acting on behalf of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Aircraft); (2) the failure by such Indemnitee to perform or observe any agreement, covenant or condition in any of the Operative Documents applicable to it, including, without limitation, the creation or existence of a Security Trustee Lien or a Lender Lien (except to the extent such failure was caused directly by the Company: (a) on account of any claim against Employee solely for an accounting of profits made from the purchase or sale by Employee of securities failure of the Company Borrower to perform any of its obligations under the Operative Documents); (3) any representation or warranty by such Indemnitee in the Operative Documents or in connection therewith being incorrect in any material respect; (4) with respect to any Indemnitee, a disposition (voluntary or involuntary) by such Indemnitee of all or any part of such Indemnitee’s interest in the Airframe, any Engine or in any Operative Document other than during the continuance of an Event of Default; (5) other than amounts necessary to make payments on an after-tax basis pursuant to Section 8(a)(iii), any Tax, or increase in Tax liability under any applicable law whether or not the provisions Borrower is required to indemnify for such Tax pursuant to Schedule III hereto; (6) acts or events occurring after the transfer of Section 16(b) possession of the Securities Exchange Act Aircraft pursuant to Article IX of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty the Mortgage except to the Company or resulting in any personal profit or advantage extent that such Claim is attributable to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) acts occurring in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board exercise of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated remedies pursuant to Section 9 hereof9.01 of the Mortgage following the occurrence and continuance of an Event of Default; (7) a failure on the part of the Security Trustee or either Agent to distribute in accordance with this Agreement or the Mortgage any amounts received and distributable by it hereunder or thereunder; and (8) any Expense which is payable or borne by a Person other than the Borrower pursuant to any provision of any Operative Document.

Limitations on Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by the CompanyCorporation: (aA) on account of any claim against Employee Indemnitee solely for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (bB) on account of Employee’s Indemnitee's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (cC) on account of Employee’s Indemnitee's conduct that is established by a final judgment as constituting a breach of Employee’s Indemnitee's duty of loyalty to the Company Corporation or resulting in any personal profit or advantage to which Employee Indemnitee was not legally entitled; (dD) for which payment is actually made to Employee Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (eE) if indemnification is not lawful (and, in this respect, both the Company Corporation and Employee Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (fF) in connection with any proceeding (or part thereof) initiated by EmployeeIndemnitee, or any proceeding by Employee Indemnitee against the Company Corporation or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board Board of directors Directors of the CompanyCorporation, (iii) such indemnification is provided by the CompanyCorporation, in its sole discretion, pursuant to the powers vested in the Company Corporation under the NYCRRCode, or (iv) the proceeding is initiated pursuant to Section 9 8 hereof.

Limitations on Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by the Company: (a) except to the extent the aggregate losses to be indemnified hereunder exceed the amount of such losses for which the Indemnitee is indemnified pursuant to any D & O Insurance purchased and maintained by the Company; (b) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (c) on account of any claim suit in which judgment is rendered against Employee solely an Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (bd) on account of EmployeeIndemnitee’s conduct that is established by act or omission being finally adjudged to have been not in good faith or involving intentional misconduct or a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account knowing violation of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreementlaw; (e) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)lawful; or (f) in connection with any action, suit, or proceeding (or part thereof) any alternative dispute resolution mechanism initiated by Employee, or any proceeding by Employee Indemnitee against the Company or its directors, officers, Employees any director or other agents, officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such indemnification is expressly required to be made by lawaction, suit or proceeding or any alternative dispute resolution mechanism; or (ii) the action, suit or proceeding was authorized by the board of directors of the Company, (iii) such indemnification or any alternative dispute resolution mechanism is provided by the Company, in its sole discretion, pursuant one to the powers vested in the Company enforce Indemitee’s rights under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofthis Agreement.

Limitations on Indemnity. (a) No indemnity shall be paid by the Company: (ai) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; ii) on account of any claim suit in which judgment is rendered against Employee solely Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (biii) on account of Employee’s Indemnitee's conduct that which is established by a final judgment as finally adjudged to have been knowingly fraudulent or deliberately dishonest or that constituted to constitute willful misconduct; (civ) on account of Employee’s Indemnitee's conduct that which is established the subject of an action, suit or proceeding described in Section 5(c)(ii) hereof; v) on account of any action, claim or proceeding (other than a proceeding referred to in Section 6(b) hereof) initiated by the Indemnitee unless such action, claim or proceeding was authorized in the specific case by action of the Board of Directors; vi) if a final decision by a final judgment as constituting a breach of Employee’s duty of loyalty to Court having jurisdiction in the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under matter shall determine that such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); orand (fvii) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against except to the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required extent the aggregate of losses to be made by law, (ii) indemnified thereunder exceeds amounts paid to the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided Indemnitee pursuant to any D & O Insurance purchased and maintained by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or . (ivb) the proceeding is initiated No indemnity pursuant to Section 9 hereof1hereof shall be paid by the Company if the action, suit or proceeding with respect to which a claim for indemnity hereunder is made, arose from or is based upon any of the following: i) Any solicitation of proxies by Indemnitee, or by a group of which she was or became a member consisting of two or more persons that had agreed (whether formally or informally and whether or not in writing) to act together for the purpose of soliciting proxies, in opposition to any solicitation of proxies approved by the Board of Directors. ii) Any activities by indemnitee that constitute a breach of or default under any agreement between Indemnitee and the Company.

Limitations on Indemnity. No indemnity Notwithstanding any other provisions of this Agreement, the Company shall be paid by not indemnify the CompanyIndemnitee against any Eligible Penalty or pay any Expenses of the Indemnitee: (a) if the indemnity or payment is made under an earlier agreement to indemnify or pay Expenses and, at the time that the agreement to indemnify or pay Expenses was made, the Company was prohibited from giving the indemnity or paying the Expenses by its notice of articles or articles; (b) if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay Expenses and, at the time that the indemnity or payment is made, the Company is prohibited from giving the indemnity or paying the Expenses by its notice of articles or articles; (c) if, in relation to the subject matter of an Eligible Proceeding, the Indemnitee did not act honestly and in good faith with a view to the best interests of the Company or the Associated Corporation, as the case may be; (d) in the case of an Eligible Proceeding other than a civil proceeding, if the Indemnitee did not have reasonable grounds for believing that the Indemnitee's conduct in respect of which the proceeding was brought was lawful; (e) if the Company is prohibited by applicable law from making such payments; (f) if such payments have been paid to, or on account behalf of, the Indemnitee under an insurance policy, except in respect of any excess beyond the amount paid under such insurance; (g) for which payments the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; or (h) resulting from a claim against Employee solely for decided in an accounting of Eligible Proceeding adversely to the Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee was not legally entitled, including any profits made from the purchase or sale by Employee the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No The Company will not provide indemnity shall be paid by the Companypursuant to clauses 3 and 5 hereof: (a) on account of any claim determination or judgment against Employee Director solely for an accounting of profits made from the purchase or sale by Employee Director of securities of the Company pursuant to the provisions of Section 16(b) of the United States Securities Exchange Act of 1934 and amendments thereto or similar provisions of any United States federal, state or local statutory law; (b) on account of EmployeeDirector’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) in respect of any liability that cannot be indemnified by reason of section 172 of the Act; (d) on account of EmployeeDirector’s conduct that is established by a final judgment as constituting a breach of EmployeeDirector’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee Director was not legally entitled; (de) for which payment is actually made to Employee Director under a valid and collectible insurance policy (other than a policy maintained by Silver Lake Technology Management, L.L.C. or Kohlberg Kravis Rxxxxxx & Co. L.P. or one of its affiliated management companies or investment funds) or under a valid and enforceable indemnity clause, bylaw article or agreementagreement (other than any clause, article or agreement set forth in the limited partnership agreement of Silver Lake Partners II Cayman, L.P. or in the organization documents of Kohlberg Kravis Rxxxxxx & Co. L.P. or one of its affiliated management companies or investment funds), except in respect of any excess beyond payment under such insurance, clause, bylaw article or agreement; (ef) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)Act or otherwise; or (fg) in connection with any proceeding (or part thereof) initiated by EmployeeDirector, or any proceeding by Employee Director against the Company or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board Board of directors Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRRAct, or (iv) the proceeding is initiated pursuant to Section 9 clause 8 hereof.

Limitations on Indemnity. No indemnity shall be paid The indemnification by the CompanyCompany of Indemnitee pursuant to this Agreement excludes any Expenses or other costs as described in Sections 2, 3, and 8 hereof: (a) to the extent prohibited by the DGCL or the Company’s certificate of incorporation or by-laws; (b) on account of any claim determination or judgment against Employee Indemnitee solely for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the United States Securities Exchange Act of 1934 and amendments thereto or similar provisions of any United States federal, state or local statutory law; (bc) on account of EmployeeIndemnitee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (cd) on account of EmployeeIndemnitee’s conduct that is established by a final judgment as constituting a breach of EmployeeIndemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee Indemnitee was not legally entitled; (de) for which payment is actually made to Employee Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw article or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw article or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding Proceeding (or part thereof) initiated by EmployeeIndemnitee, or any proceeding Proceeding by Employee Indemnitee against the Company or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the board Board of directors Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRRAct, or (iv) the proceeding Proceeding is initiated pursuant to Section 9 Sections 6 or 12 hereof.

Limitations on Indemnity. No indemnity Notwithstanding any other provisions of this Agreement, the Company shall be paid by not indemnify the CompanyIndemnitee against any Eligible Penalty or pay any Expenses of the Indemnitee: (a) if the indemnity or payment is made under an earlier agreement to indemnify or pay Expenses and, at the time that the agreement to indemnify or pay Expenses was made, the Company was prohibited from giving the indemnity or paying the Expenses by its notice of articles or articles; (b) if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay Expenses and, at the time that the indemnity or payment is made, the Company is prohibited from giving the indemnity or paying the Expenses by its notice of articles or articles; (c) if, in relation to the subject matter of an Eligible Proceeding, the Indemnitee did not act honestly and in good faith with a view to the best interests of the Company or the Associated Corporation, as the case may be; (d) in the case of an Eligible Proceeding other than a civil proceeding, if the Indemnitee did not have reasonable grounds for believing that the Indemnitee’s conduct in respect of which the proceeding was brought was lawful; (e) if the Company is prohibited by the Act or any applicable law from making such payments; (f) if such payments have been paid to, or on account behalf of, the Indemnitee under an insurance policy (provided the premiums for which were paid by the Company), except in respect of any excess beyond the amount paid under such insurance; (g) for which payments the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; or (h) resulting from a claim against Employee solely for decided in an accounting of Eligible Proceeding adversely to the Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee was not legally entitled, including any profits made from the purchase or sale by Employee the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity pursuant to Section 1 shall be paid by the Company: (a) on Except to the extent that the aggregate amount of losses to be indemnified exceed the aggregate amount of such losses for which the Officer is actually paid or reimbursed pursuant to D&O Insurance, if any, which may be purchased and maintained by the Company or any of its subsidiaries; (b) On account of any claim Proceeding in which judgment is rendered against Employee solely the Officer for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal1934, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductamended; (c) on On account of Employee’s the Officer's conduct that which is established by a final judgment as constituting a breach of Employee’s duty of loyalty determined (pursuant to the Company Statute) to have been knowingly fraudulent, deliberately dishonest, or resulting in any personal profit or advantage willful misconduct, except to which Employee was not legally entitledthe extent such indemnity is otherwise permitted under the Statute; (d) for With respect to any remuneration paid to the Officer determined, by a court having jurisdiction in the matter in a final adjudication from which payment there is actually made no further right of appeal, to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except have been in respect violation of any excess beyond payment under such insurance, clause, bylaw or agreementlaw; (e) if If it shall have been determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that indemnification is not lawful lawful; (andf) On account of the Officer's conduct to the extent it relates to any matter that occurred prior to the time such individual became an officer of the Company; provided, in however, that this respect, both limitation shall not apply to the extent such matter occurred while the Officer was an employee or agent of the Company and Employee have been advised that or its subsidiaries (other than prior to the Securities and Exchange Commission believes that indemnification for liabilities arising under time such entity became a subsidiary of the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationCompany); or (fg) in connection With respect to Proceedings initiated or brought voluntarily by the Officer and not by way of defense, except pursuant to Section 8 with any proceeding (respect to proceedings brought to enforce rights or part thereof) initiated to collect money due under this Agreement; provided however that indemnity may be provided by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) in specific cases if the Board finds it to be appropriate. In no event shall the Company be obligated to indemnify the Officer pursuant to this Agreement to the extent such indemnification is expressly required to be made prohibited by applicable law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity shall be paid by the Company: (a) on account of any claim against Employee solely for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directorsmanagers, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors managers of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRRNevada Revised Statutes (“NRS”), or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity Notwithstanding any provision in this Agreement, the Holding Company shall not be paid by the Companyobligated pursuant to this Agreement in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on account behalf of Indemnitee under any claim against Employee solely for an accounting policy of profits made from directors’ and officers’ liability insurance purchased and maintained by the purchase Holding Company or sale by Employee of securities of other indemnity provision, except with respect to any excess beyond the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto amount paid under such insurance policy or similar provisions of any federal, state or local statutory lawother indemnity provision; (b) on account of Employee’s conduct that is established with respect to remuneration paid to Indemnitee if it shall be determined by a final judgment as knowingly fraudulent or deliberately dishonest or other final adjudication that constituted willful misconductsuch remuneration was in violation of applicable law; (c) on account where the act or omission for which Indemnitee seeks indemnification involves (i) intentional misconduct or a knowing violation of Employee’s conduct that is established by law, (ii) a final judgment violation of RCW 23B.08.310 (as constituting now in effect or as it may hereafter be amended) or any successor provision of the Statute, or (iii) a breach of Employee’s duty of loyalty to the Company transaction from which Indemnitee received or resulting will receive a benefit in any personal profit money, property or advantage services to which Employee was Indemnitee is not legally entitled; (d) where the act or omission for which payment is actually made Indemnitee seeks indemnification involves recklessness, unless the Holding Company elects by resolution of its shareholders to Employee under a valid and collectible insurance policy provide such indemnification pursuant to RCW 23B.08.550(2)(d) (as now in effect or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreementas it may hereafter by amended); (e) if a final decision by a court having jurisdiction in the Proceeding shall determine that such indemnification is not lawful lawful; Current Director Form -3- (and, f) for any amounts paid in this respect, both any settlement of a Proceeding effected without the Holding Company’s written consent; (g) that would result in a “prohibited indemnification payment” (as such term is defined at 12 CFR §359.1(1)) to Indemnitee by reason of Indemnitee’s service as a director of the Holding Company and Employee have been advised that and/or the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)Bank; or (fh) that would not otherwise be permitted by 12 CFR §359 as currently in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofeffect.

Limitations on Indemnity. No indemnity pursuant to Section 1 hereof shall be paid by the CompanyCorporation: (ai) for Expenses or liabilities actually paid to Indemnitee under any insurance; (ii) on account of any claim against Employee solely for an accounting Action brought by or on behalf of profits made from the purchase or sale by Employee of securities of the Company pursuant Corporation in which Final Judgment is rendered holding Indemnitee liable to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory lawCorporation; (biii) on account of Employee’s conduct that any Action initiated by Indemnitee unless such Action is established specifically authorized by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductvote of a majority of Disinterested Directors; (civ) if a Final Judgment by a Court having jurisdiction in the matter determines that such indemnification is not lawful; (v) on account of EmployeeIndemnitee’s conduct acts or omissions that is established involve intentional misconduct or a knowing and culpable violation of law as determined by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitledFinal Judgment; (dvi) on account of Indemnitee’s acts or omissions that show a reckless disregard for Indemnitee’s duty to Corporation or its shareholders in circumstances in which payment is actually made Indemnitee was aware, or should have been aware, in the ordinary course of performing such Indemnitee’s duties, of a risk of serious injury to Employee under Corporation or its shareholders as determined by a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreementFinal Judgment; (evii) if indemnification is not lawful (and, in this respect, both on account of Indemnitee’s acts or omissions that would reasonably be deemed to be contrary to the Company and Employee have been advised best interests of Corporation or its shareholders or that involve the Securities and Exchange Commission believes that indemnification for liabilities arising under absence of good faith on the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); orpart of Indemnitee as determined by a Final Judgment; (fviii) with respect to any transaction from which Indemnitee derived an improper personal benefit; (ix) for any amount paid in connection with settling or otherwise disposing of a pending action without Court approval; and (x) for any proceeding (Expenses incurred in defending a pending action which is settled or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board otherwise disposed of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofwithout court approval.

Limitations on Indemnity. No indemnity pursuant to Sections 1 or 6 hereof, New Jersey law, the Company's Certificate of Incorporation or otherwise shall be paid by the Company: (a) on account A. in respect of any claim suit in which judgment is rendered against Employee solely Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account B. in respect of Employee’s Indemnitee's conduct that which is established by a final judgment as knowingly fraudulent finally adjudged to have been not in good faith or deliberately dishonest or that constituted willful misconductto have been undertaken in knowing violation of law; (c) on account C. in respect of Employee’s Indemnitee's conduct that which is established by a final judgment as constituting finally adjudged to have constituted a breach of Employee’s Indemnitee's duty of loyalty to the Company or resulting resulted in any the receipt by Indemnitee of an improper personal profit or advantage to which Employee was not legally entitledbenefit; (d) D. for which payment is actually made to Employee Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw by-law or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw clause by-law or agreement; (e) E. if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful lawful; (and, in this respect, both the Company and Employee have been advised Indemnitee acknowledge their understanding to the effect that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication, which belief shall have no effect on Indemnitee's rights to receive indemnification hereunder); or (f) F. in connection with any proceeding (or part thereof) initiated by Employee, Indemnitee or any proceeding by Employee Indemnitee against the Company or its directors, officers, Employees employees or other agents, prior to a Change of Control unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board Board of directors Directors of the Company, or (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in available from the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofNew Jersey law.

Limitations on Indemnity. No indemnity pursuant to Section 1 shall be paid by the Company: (a) on Except to the extent that the aggregate amount of losses to be indemnified exceed the aggregate amount of such losses for which the Officer is actually paid or reimbursed pursuant to D&O Insurance, if any, which may be purchased and maintained by the Company or any of its subsidiaries; (b) On account of any claim Proceeding in which judgment is rendered against Employee solely the Officer for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal1934, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductamended; (c) on On account of Employeethe Officer’s conduct that which is established by a final judgment as constituting a breach of Employee’s duty of loyalty determined (pursuant to the Company Statute) to have been knowingly fraudulent, deliberately dishonest, or resulting in any personal profit or advantage willful misconduct except to which Employee was not legally entitledthe extent such indemnity is otherwise permitted under the Statute; (d) for With respect to any remuneration paid to the Officer determined by a court having jurisdiction in the matter, in a final adjudication from which payment there is actually made no further right of appeal, to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except have been in respect violation of any excess beyond payment under such insurance, clause, bylaw or agreementlaw; (e) if If it shall have been determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that indemnification is not lawful lawful; (andf) On account of the Officer’s conduct to the extent it relates to any matter that occurred prior to the time such individual became an Officer of the Company; provided, in however, that this respectlimitation shall not apply to the extent such matter occurred while the Officer was an officer, both employee or agent of the Company and Employee have been advised that or its subsidiaries (other than prior to the Securities and Exchange Commission believes that indemnification for liabilities arising under time such entity became a subsidiary of the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationCompany); or (fg) in connection With respect to Proceedings initiated or brought voluntarily by the Officer and not by way of defense, except pursuant to Section 8 with any proceeding (respect to proceedings brought to enforce rights or part thereof) initiated to collect money due under this agreement; provided however that indemnity may be provided by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) in specific cases if the Board finds it to be appropriate. In no event shall the Company be obligated to indemnify the Officer pursuant to this agreement to the extent such indemnification is expressly required to be made prohibited by applicable law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity or advance payment 4 pursuant to Sections 1, 6 or 7 hereof (including, unless the Board of Directors otherwise determines, any provisions thereof pertaining to pre-judgment payment of Indemnitee's legal expenses), Delaware law, the Company's Certificate of Incorporation or otherwise shall be paid by the Company: (a) on account A. in respect of any claim suit in which judgment is rendered against Employee solely Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account B. in respect of Employee’s Indemnitee's conduct that which is established by a final judgment as finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or that constituted to constitute willful misconduct; (c) on account C. in respect of Employee’s Indemnitee's conduct that which is established by a final judgment as constituting finally adjudged to have constituted a breach of Employee’s Indemnitee's duty of loyalty to the Company or resulting resulted in any personal profit or advantage to which Employee Indemnitee was not legally entitled; (d) D. for which payment is actually made to Employee Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw by-law or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw clause by-law or agreement; (e) E. if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful lawful; (and, in this respect, both the Company and Employee have been advised Indemnitee acknowledge their understanding to the effect that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) F. in connection with any proceeding (or part thereof) initiated by Employee, Indemnitee or any proceeding by Employee Indemnitee against the Company or its directors, officers, Employees employees or other agents, prior to a Change of Control unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board Board of directors Directors of the Company, or (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in available from the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofDelaware law.

Limitations on Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Company: (a) except to the extent that the aggregate amount to be indemnified hereunder exceeds the amount for which Indemnitee is indemnified (i) pursuant to Section 2 hereof; (ii) pursuant to an indemnification agreement with any parent, subsidiary or affiliate of the Company; or (iii) under any policy of Liability Insurance purchased and maintained by the Company pursuant to Section 1 hereof; (b) with respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (c) on account of any claim suit in which judgment is rendered against Employee solely Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state state, or local statutory law; (bd) on account of Employee’s Indemnitee conduct that which is established by a final judgment as finally adjudged to have been knowingly fraudulent or fraudulent, deliberately dishonest or that constituted willful misconduct; (ce) on account if, in the opinion of Employeethe Company’s conduct that counsel, indemnification is established prohibited by applicable law of the State of Delaware; (f) for a final judgment as constituting a breach of Employee’s duty of loyalty claim, issue, or matter in which Indemnitee has been found liable to the Company unless and only to the extent that the Court of Chancery in Delaware or resulting the court in any personal profit which the action or advantage suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for the expenses which Employee was not legally entitledthe court considers proper; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (eg) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)lawful; or (fh) in connection with any proceeding a Proceeding (or part thereof) initiated commenced by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agentsIndemnitee, unless and to the extent that (i) the commencement of such indemnification is expressly required to be made Proceeding (or part thereof) by law, (ii) the proceeding Indemnitee was specifically authorized by the board of directors of the Company, or (iiiii) such Indemnitee is successful in whole or in part in any suit filed against the Company to recover the unpaid amount of any expenses for which a written claim for indemnification is provided by the Company, in its sole discretion, pursuant has been submitted to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofby Indemnitee.

Limitations on Indemnity. No The foregoing indemnity shall be paid not extend to any Expense of any Indemnitee to the extent attributable to one or more of the following: (1) acts or omissions involving the willful misconduct or gross negligence of such Indemnitee or any Person acting on behalf of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in any Aircraft); (2) the failure by such Indemnitee to perform or observe any agreement, covenant or condition in any of the Operative Documents applicable to it, including, without limitation, the creation or existence of a Security Trustee Lien or a Lender Lien (except to the extent such failure was caused directly by the Company: (a) on account of any claim against Employee solely for an accounting of profits made from the purchase or sale by Employee of securities failure of the Company Borrower to perform any of its obligations under the Operative Documents); (3) any representation or warranty by such Indemnitee in the Operative Documents or in connection therewith being incorrect in any material respect; (4) with respect to any Indemnitee, a disposition (voluntary or involuntary) by such Indemnitee of all or any part of such Indemnitee’s interest in such Airframe, any Engine or in any Operative Document other than during the continuance of an Event of Default; (5) other than amounts necessary to make payments on an after-tax basis pursuant to Section 8(a)(iii), any Tax, or increase in Tax liability under any applicable law whether or not the provisions Borrower is required to indemnify for such Tax pursuant to Schedule III hereto; (6) acts or events occurring after the transfer of Section 16(b) possession of an Aircraft pursuant to Article IX of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty Mortgage except to the Company or resulting in any personal profit or advantage extent that such Claim is attributable to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) acts occurring in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board exercise of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated remedies pursuant to Section 9 hereof9.01 of the Mortgage following the occurrence and continuance of an Event of Default; (7) a failure on the part of the Security Trustee or either Agent to distribute in accordance with this Agreement or the Mortgage any amounts received and distributable by it hereunder or thereunder; and (8) any Expense which is payable or borne by a Person other than the Borrower pursuant to any provision of any Operative Document.

Limitations on Indemnity. No indemnity The Corporation shall be paid by not indemnify Director for the Companyfollowing: (aA) on The Corporation will not indemnify the Director to the extent that he is reimbursed from insurance proceeds or from any other party, except to the extent the aggregate of the expenses incurred by Director exceeds the sum of such compensation; (B) In respect to remuneration paid to Director, if it shall be determined by a final adjudication that such remuneration was in violation of the law; pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations. (C) On account of any claim suit in which judgment is rendered against Employee solely Director for an accounting of profits made from the purchase or sale by Employee Director of securities of the Company 2 Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended, or similar provisions of any federal, state or local statutory law, or on account of any suit in which a final judgment is rendered against the Director for violation of Section 10(b) or Rule 10b(5) of the Securities and Exchange Act of 1934, as amended, or similar provisions of any federal, state or local law; (bD) on On account of Employee’s Director's conduct that which is established by a final judgment as finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or that constituted to constitute willful misconduct; (cE) on On account of Employee’s Director's conduct that which is established by a final judgment as constituting a breach the subject of Employee’s duty of loyalty to the Company an action, suit or resulting proceeding described in any personal profit or advantage to which Employee was not legally entitledSection 6(C)(ii) hereof; (dF) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect On account of any excess beyond payment under action, claim or proceeding (other than a proceeding referred to in Section 7(B) hereof) initiated by the Director unless such insuranceaction, clause, bylaw claim or agreement;proceeding was authorized in the specific case by action of the Board of Directors of the Corporation; or (eG) if If a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not now lawful (and, in this respect, both the Company Corporation and Employee Advisor have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No amounts of indemnity pursuant to Section 2 hereof shall be paid by the CompanyCorporation: (a) on account except to the extent that the aggregate of Litigation Costs and Losses in any claim against Employee solely Proceeding or group of related Proceedings to be indemnified hereunder shall exceed the sum of (i) the amount of Litigation Costs and Losses for an accounting of profits made from which the purchase or sale by Employee of securities of the Company Indemnified Party is indemnified pursuant to either Section 2 hereof or pursuant to any insurance purchased and maintained by the provisions Corporation, plus (ii) the amount of Section 16(bLitigation Costs and Losses for which the Indemnified Party is indemnified from or by any other source (provided, in the case of (i) of and (ii), that the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory lawIndemnified Party actually receives such amounts); (b) on account of Employee’s conduct that if it is established by a final order or judgment as knowingly fraudulent in any judicial proceeding, administrative proceeding or deliberately dishonest arbitration that (i) the act or omission on the part of the Indemnified Party was material to the matter giving rise to the Proceeding and to have been committed in bad faith, or the result of active and deliberate dishonesty; (ii) the Indemnified Party actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal Proceeding, the Indemnified Party had reasonable cause to believe that constituted willful misconductthe act or omission was unlawful; (c) on account if the Proceeding was one by or in the right of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty the Corporation, and the Indemnified Party was adjudged in such Proceeding to have been liable to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled;Corporation; or (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insuranceProceeding charging improper personal benefit to the Indemnified Party, clause, bylaw whether or agreement; not involving action in the Indemnified Party's Official Capacity (e) if indemnification is not lawful (andas defined in Section 2-418 of the MGCL), in this respect, both which the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required Indemnified Party was adjudged to be made by law, (ii) liable in a court of competent jurisdiction on the proceeding basis that personal benefit was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofimproperly received.

Limitations on Indemnity. No indemnity pursuant to Section 1 shall be paid by the Company: (a) on Except to the extent that the aggregate amount of losses to be indemnified exceed the aggregate amount of such losses for which the Director is actually paid or reimbursed pursuant to D&O Insurance, if any, which may be purchased and maintained by the Company or any of its subsidiaries; (b) On account of any claim Proceeding in which judgment is rendered against Employee solely the Director for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal1934, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductamended; (c) on On account of Employeethe Director’s conduct that which is established by a final judgment as constituting a breach of Employee’s duty of loyalty determined (pursuant to the Company Statute) to have been knowingly fraudulent, deliberately dishonest, or resulting in any personal profit or advantage willful misconduct, except to which Employee was not legally entitledthe extent such indemnity is otherwise permitted under the Statute; (d) for With respect to any remuneration paid to the Director determined by a court having jurisdiction in the matter, in a final adjudication from which payment there is actually made no further right of appeal, to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except have been in respect violation of any excess beyond payment under such insurance, clause, bylaw or agreementlaw; (e) if If it shall have been determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that indemnification is not lawful lawful; (andf) On account of the Director’s conduct to the extent it relates to any matter that occurred prior to the time such individual became a director of the Company; provided, in however, that this respectlimitation shall not apply to the extent such matter occurred while the Director was a director, both officer, employee or agent of the Company and Employee have been advised that or its subsidiaries (other than prior to the Securities and Exchange Commission believes that indemnification for liabilities arising under time such entity became a subsidiary of the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationCompany); or (fg) in connection With respect to Proceedings initiated or brought voluntarily by the Director and not by way of defense, except pursuant to Section 8 with any proceeding (respect to proceedings brought to enforce rights or part thereof) initiated to collect money due under this agreement; provided however that indemnity may be provided by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) in specific cases if the Board finds it to be appropriate. In no event shall the Company be obligated to indemnify the Director pursuant to this agreement to the extent such indemnification is expressly required to be made prohibited by applicable law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity pursuant to this Agreement shall be paid by the Company: (a) on account of any claim against Employee solely the Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s Indemnitee's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s Indemnitee's conduct that is established by a final judgment as constituting constituted a breach of Employee’s Indemnitee's duty of loyalty to the Company or resulting resulted in any personal profit or advantage to which Employee Indemnitee was not legally entitled; (d) for which payment is actually made to Employee Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw By-law or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw By-law or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or; (f) in connection with any proceeding Proceeding (or part thereof) initiated by EmployeeIndemnitee, or any proceeding Proceeding by Employee Indemnitee against the Company or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the CompanyBoard, or (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof145.

Limitations on Indemnity. No The Company will not provide indemnity shall be paid by the Companypursuant to Sections 3 and 5 hereof: (a) on account of any claim against Employee Agent solely for an accounting of profits made from the purchase or sale by Employee Agent of securities of the Company pursuant to the provisions of Section 16(b) of the United States Securities Exchange Act of 1934 and amendments thereto or similar provisions of any United States federal, state or local statutory law; (b) on account of EmployeeAgent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) in respect of any liability that cannot be indemnified by reason of section 172 of the Act; (d) on account of EmployeeAgent’s conduct that is established by a final judgment as constituting a breach of EmployeeAgent’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee Agent was not legally entitled; (de) for which payment is actually made to Employee Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw article or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw article or agreement; (ef) if indemnification is not lawful (and, in this respect, both the Company and Employee Agent have been advised that the United States Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (fg) in connection with any proceeding (or part thereof) initiated by EmployeeAgent, or any proceeding by Employee Agent against the Company or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board Board of directors Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRRAct, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity pursuant to Section 1 shall be paid by the Company: (a) on Except to the extent that the aggregate amount of losses to be indemnified exceed the aggregate amount of such losses for which the Employee is actually paid or reimbursed pursuant to D&O Insurance, if any, which may be purchased and maintained by the Company or any of its subsidiaries; (b) On account of any claim Proceeding in which judgment is rendered against the Employee solely for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal1934, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductamended; (c) on On account of the Employee’s conduct that which is established by a final judgment as constituting a breach of Employee’s duty of loyalty determined (pursuant to the Company Statute) to have been knowingly fraudulent, deliberately dishonest, or resulting in any personal profit or advantage willful misconduct, except to which Employee was not legally entitledthe extent such indemnity is otherwise permitted under the Statute; (d) for With respect to any remuneration paid to the Employee determined, by a court having jurisdiction in the matter in a final adjudication from which payment there is actually made no further right of appeal, to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except have been in respect violation of any excess beyond payment under such insurance, clause, bylaw or agreementlaw; (e) if If it shall have been determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that indemnification is not lawful lawful; (and, in this respect, both f) On account of the Company and Employee have been advised Employee’s conduct to the extent it relates to any matter that occurred prior to the Securities and Exchange Commission believes that indemnification for liabilities arising under time such individual became an employee of the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)Company; or (fg) in connection With respect to Proceedings initiated or brought voluntarily by the Employee and not by way of defense, except pursuant to Section 8 with any proceeding (respect to proceedings brought to enforce rights or part thereof) initiated to collect money due under this Indemnification Agreement; provided however that indemnity may be provided by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) in specific cases if the Board of Directors finds it to be appropriate. In no event shall the Company be obligated to indemnify the Employee pursuant to this Indemnification Agreement to the extent such indemnification is expressly required to be made prohibited by applicable law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity shall be paid The indemnification by the CompanyCompany of Indemnitee pursuant to this Agreement excludes any Expenses or other costs as described in Section 2, 3 and 5 hereof: (a) on account of any claim determination or judgment against Employee Indemnitee solely for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the United States Securities Exchange Act of 1934 and amendments thereto or similar provisions of any United States federal, state or local statutory law; (b) on account of EmployeeIndemnitee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) in respect of any liability that cannot be indemnified by reason of section 172 of the Act or the indemnification of which would be void as a result of the application of section 172 thereto; (d) on account of EmployeeIndemnitee’s conduct that is established by a final judgment as constituting a breach of EmployeeIndemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee Indemnitee was not legally entitled; (de) for which payment is actually made to Employee Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw article or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw article or agreement; (ef) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)Act or otherwise; or (fg) in connection with any proceeding Proceeding (or part thereof) initiated by EmployeeIndemnitee, or any proceeding Proceeding by Employee Indemnitee against the Company or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the board Board of directors Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRRAct, or (iv) the proceeding Proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity (a) The Corporation shall not be paid by the Companyliable under this Agreement to make any payment in connection with any Claim made against Indemnitee: (a1) For which payment is made to Indemnitee under a valid and collectible insurance policy, except for any excess beyond the amount of payment under such insurance policy; (2) To the extent by which Indemnitee is indemnified by the Corporation otherwise than pursuant to this Agreement; (3) For any of the following: (i) the amount of a financial benefit received by a director to which he or she is not entitled; (ii) intentional infliction of harm on account the Corporation or its shareholders; (iii) a violation of any claim against Employee solely for Section 551 of the MBCA; or (iv) an intentional criminal act, except as authorized in Section 564c of the MBCA; (4) For an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to Corporation, within the provisions meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto thereto, or similar successor statutes or provisions of any federal, state or local statutory law;; or (b5) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for For which payment of indemnification by the Corporation is actually made otherwise prohibited by applicable law. Both the Corporation and Indemnitee acknowledge that in certain instances federal law or applicable public policy may prohibit the Corporation from indemnifying its directors or officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Corporation has undertaken or may be required to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that future undertake with the Securities and Exchange Commission believes that to submit the question of indemnification to a certain court in circumstances for liabilities arising a determination of the Corporation’s rights under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); orindemnify Indemnitee. (fb) Except as provided in Paragraph 8 hereof, the Corporation shall not be liable under this Agreement to make any payment in connection with any proceeding (or part thereof) action initiated by Employee, Indemnitee against the Corporation or any proceeding by Employee against director of the Company or its directors, officers, Employees or other agentsCorporation, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, Corporation has joined in its sole discretion, pursuant or consented to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofinitiation of such action.

Limitations on Indemnity. No The foregoing indemnity shall be paid not extend to any Expense of any Indemnitee to the extent attributable to one or more of the following: (1) acts or omissions involving the willful misconduct or gross negligence of such Indemnitee or any Person acting on behalf of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in any Aircraft); (2) the failure by such Indemnitee to perform or observe any agreement, covenant or condition in any of the Operative Documents applicable to it, including, without limitation, the creation or existence of a Security Trustee Lien or a Lender Lien (except to the extent such failure was caused directly by the Company: (a) on account of any claim against Employee solely for an accounting of profits made from the purchase or sale by Employee of securities failure of the Company Lessee to perform any of its obligations under the Operative Documents); (3) any representation or warranty by such Indemnitee in the Operative Documents or in connection therewith being incorrect in any material respect; (4) with respect to any Indemnitee, a disposition (voluntary or involuntary) by such Indemnitee of all or any part of such Indemnitee’s interest in such Airframe, any Engine or in any Operative Document other than during the continuance of an Event of Default; (5) other than amounts necessary to make payments on an after-tax basis, any Tax, or increase in Tax liability under any applicable law whether or not the Lessee is required to indemnify for such Tax pursuant to Schedule III to the provisions Note Purchase Agreement; (6) acts or events occurring after (x) the Notes and all other amounts due to such Indemnitee under the Operative Documents have been paid in full or (y) the transfer of Section 16(b) possession of an Aircraft pursuant to Article V of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty Mortgage except to the Company or resulting in any personal profit or advantage extent that such Claim is attributable to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) acts occurring in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board exercise of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated remedies pursuant to Section 9 hereof5.01 of the Mortgage following the occurrence and continuance of an Event of Default; (7) a failure on the part of the Security Trustee or either Agent to distribute in accordance with the Note Purchase Agreement or the Mortgage any amounts received and distributable by it thereunder; and (8) any Expense which is payable or borne by a Person other than the Lessee pursuant to any provision of any Operative Document.

Limitations on Indemnity. No indemnity pursuant to the terms of this Agreement shall be paid by the CompanyCorporation: (a) on account of any claim against Employee solely Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s Indemnitee's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s Indemnitee's conduct that is established by a final judgment as constituting a breach of Employee’s a duty of loyalty to the Company Corporation or its shareholders or resulting in any personal profit or advantage to which Employee Indemnitee was not legally entitled; (d) for which payment is actually made to Employee Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company Corporation and Employee Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by EmployeeIndemnitee, or any proceeding by Employee Indemnitee against the Company Corporation or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board Board of directors Directors of the CompanyCorporation, (iii) such indemnification is provided by the CompanyCorporation, in its sole discretion, pursuant to the powers vested in the Company Corporation under the NYCRRCode, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity 3.1. The Company undertakes to indemnify Indemnitee, with respect to Section 1(i) above, and in accordance with the terms of this Agreement up to a total amount of US$5,000,000 (Five Million United States Dollars) in the aggregate, under the circumstances of indemnification of Indemnitee as set forth in this Agreement. 3.2. Indemnitee shall not be entitled to indemnification under Section 1, for financial obligations imposed arising from any of the following: (i) a breach of the duty of fiduciary by Xxxxxxxxxx, except, to the extent permitted by law, for a breach of the duty of fiduciary by the Indemnitee to the Company, a Subsidiary or an Affiliate while acting in good faith and having reasonable cause to assume that such act would not prejudice the interests of the Company, Subsidiary or Affiliate, as applicable; or (ii) a violation of the Indemnitee’s duty of care towards the Company, which was committed intentionally or recklessly, except if it was done in negligence only; or (iii) an act committed with the intention to realize a personal unlawful profit; or (iv) a fine or monetary penalty imposed on Indemnitee (excluding a fine or monetary penalty imposed pursuant to the conviction of a crime which requires proof of mens rea (criminal intent)); or (v) a counterclaim made by the Company or in its name in connection with a claim against the Company filed by Indemnitee, other than (a) by way of defense or by way of third party notice in connection with claim brought against the Indemnitee, or (b) in specific cases in which the Company’s Board of Directors has approved the initiation or bringing of such suit by Indemnitee, which approval shall not be unreasonably withheld. 3.3. The indemnification amount actually paid shall be paid limited to those amounts not covered by the Company: ’s directors and officers insurance policy (a) on account of any claim against Employee solely for an accounting of profits made the “D&O Policy”), such that Indemnitee will not be entitled to payment from the purchase or sale by Employee of securities of Company for amounts which Indemnitee has actually obtained under the Company pursuant D&O Policy. 3.4. Subject to the provisions of this Section 16(b) 3, the indemnification hereunder will, in each case, cover all sums of money that the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federalIndemnitee will be obligated to pay, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) those circumstances for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising permitted under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should law. 3.5. The Company will be submitted entitled to appropriate courts for adjudication); or (f) reimbursement of amounts collected from a third party in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against liabilities indemnified hereunder. Such reimbursement shall not exceed the amount the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant has paid to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofIndemnitee.

Limitations on Indemnity. No indemnity Corporation shall not be paid by obligated under this Agreement to make any payment of Expenses to the CompanyIndemnitee that: (a) on account the Corporation is prohibited by applicable law from paying as indemnity; (b) is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) the Indemnitee is otherwise indemnified for by the Corporation; (d) results from a claim against Employee solely decided in a Proceeding adversely to the Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which he or she was not legally entitled; (e) results from a claim decided in a Proceeding adversely to the Indemnitee for an accounting of profits made from the purchase or sale by Employee the Indemnitee of securities of the Company pursuant to Corporation within the provisions meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended, or similar provisions of any federal, state statutory law or local statutory common law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with is brought about or contributed to by the dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any proceeding (claims upon which suit may be brought against Indemnitee by reason of any alleged dishonesty on his or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agentsher part, unless it shall be decided in a Proceeding that Indemnitee committed (i) such indemnification is expressly required to be made by lawacts of active and deliberate dishonesty, (ii) the proceeding was authorized by the board of directors of the Companywith actual dishonest purpose and intent, and (iii) such indemnification is provided by the Company, in its sole discretion, pursuant which acts were material to the powers vested cause of action so adjudicated. For purposes of subsections d and e, the phrase “decided in a Proceeding” shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the Company under the NYCRRrequisite legal authority to make such a decision, which decision has become final and from which no appeal or (iv) the other review proceeding is initiated pursuant to Section 9 hereofpermissible.

Limitations on Indemnity. No indemnity 3.1. The Company undertakes to indemnify Indemnitee, with respect to Section 1(i) above, and in accordance with the terms of this Agreement up to a total amount of the greater of: (i) 25% of the effective shareholders’ equity of the Company; or (ii) USD 5,000,000 (Five Million United States Dollars) in the aggregate, under the circumstances of indemnification of Indemnitee as set forth in this Agreement. 3.2. Indemnitee shall not be entitled to indemnification under Section 1, for financial obligations imposed arising from any of the following: (i) a breach of the duty of fiduciary by Xxxxxxxxxx, except, to the extent permitted by law, for a breach of the duty of fiduciary by the Indemnitee to the Company, a Subsidiary or an Affiliate while acting in good faith and having reasonable cause to assume that such act would not prejudice the interests of the Company, Subsidiary or Affiliate, as applicable; or (ii) a violation of the Indemnitee’s duty of care towards the Company, which was committed intentionally or recklessly, except if it was done in negligence only; or (iii) an act committed with the intention to realize a personal unlawful profit; or (iv) a fine or monetary penalty imposed on Indemnitee (excluding a fine or monetary penalty imposed pursuant to the conviction of a crime which requires proof of mens rea (criminal intent)); or (v) a counterclaim made by the Company or in its name in connection with a claim against the Company filed by Indemnitee, other than (a) by way of defense or by way of third party notice in connection with claim brought against the Indemnitee, or (b) in specific cases in which the Company’s Board of Directors has approved the initiation or bringing of such suit by Indemnitee, which approval shall not be unreasonably withheld. 3.3. The indemnification amount actually paid shall be paid limited to those amounts not covered by the Company: ’s directors and officers insurance policy (a) on account of any claim against Employee solely for an accounting of profits made the “D&O Policy”), such that Indemnitee will not be entitled to payment from the purchase or sale by Employee of securities of Company for amounts which Indemnitee has actually obtained under the Company pursuant D&O Policy. 3.4. Subject to the provisions of this Section 16(b) 3, the indemnification hereunder will, in each case, cover all sums of money that the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federalIndemnitee will be obligated to pay, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) those circumstances for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising permitted under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should law. 3.5. The Company will be submitted entitled to appropriate courts for adjudication); or (f) reimbursement of amounts collected from a third party in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against liabilities indemnified hereunder. Such reimbursement shall not exceed the amount the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant has paid to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofIndemnitee.

Limitations on Indemnity. No The Company will not provide indemnity shall be paid by the Companypursuant to clauses 3 and 5 hereof: (a) on account of any claim determination or judgment against Employee Director solely for an accounting of profits made from the purchase or sale by Employee Director of securities of the Company pursuant to the provisions of Section 16(b) of the United States Securities Exchange Act of 1934 and amendments thereto or similar provisions of any United States federal, state or local statutory law; (b) on account of EmployeeDirector’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) in respect of any liability that cannot be indemnified by reason of sections 172 and 172B of the Act; (d) on account of EmployeeDirector’s conduct that is established by a final judgment as constituting a breach of EmployeeDirector’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee Director was not legally entitled; (de) for which payment is actually made to Employee Director under a valid and collectible insurance policy (other than a policy maintained by Silver Lake Technology Management, L.L.C. or one of its affiliated management companies or investment funds) or under a valid and enforceable indemnity clause, bylaw article or agreementagreement (other than any clause, article or agreement set forth in the limited partnership agreement of Silver Lake Partners II Cayman, L.P. or one of its affiliated management companies or investment funds), except in respect of any excess beyond payment under such insurance, clause, bylaw article or agreement; (ef) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)Act or otherwise; or (fg) in connection with any proceeding (or part thereof) initiated by EmployeeDirector, or any proceeding by Employee Director against the Company or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board Board of directors Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRRAct, or (iv) the proceeding is initiated pursuant to Section 9 clause 8 hereof.

Limitations on Indemnity. No indemnity shall be paid by The Corporation will not defend, hold harmless or indemnify Indemnitee, and has no obligation, duty or liability whatsoever to Indemnitee, hereunder or otherwise, with respect and to the Company: extent that any claim or claims made in connection with the matters set forth in subsections (a) through (l) (including, but not limited to, whether the Corporation has provided Indemnitee notice of such matters or whether the Corporation has suspended or terminated Indemnitee's employment on the basis of any such matters). a. on account of any claim against Employee solely Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company Corporation, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) b. on account of Employee’s Indemnitee's conduct that is established by a final judgment as knowingly fraudulent from which Indemnitee derived an improper personal benefit or deliberately dishonest or that constituted willful misconductgain; (c) c. on account of Employee’s Indemnitee's conduct contrary to the best interests of the Corporation or its shareholders or that involved the absence of good faith on the part of Indemnitee; d. on account of Indemnitee's conduct that is established by constituted intentional misconduct or a final judgment as constituting knowing and culpable violation of law; e. on account of Indemnitee's conduct that showed a breach of Employee’s reckless disregard for the Indemnitee's duty of loyalty to the Company Corporation or resulting its shareholders in any personal profit circumstances in which Indemnitee was aware, or advantage should reasonably have been aware, in the ordinary course of performing Indemnitee's duties, of a risk of serious or intended harm to which Employee was not legally entitledthe Corporation or its shareholders; (d) f. on account of Indemnitee's conduct that constituted a pattern of inattention that amounted to an abdication of the Indemnitee's duty to the Corporation or its shareholders; g. on account of Indemnitee's conduct which constituted a violation of the Indemnitee's duties under Sections 310 or 316 of the California Corporations Code; h. for which payment is actually made to Employee Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) i. if indemnification is not lawful under law, statute or administrative rule or governmental regulation or order applicable to the Corporation, including the California Corporations Code, as amended (collectively, the "Code") (and, in this respect, both the Company Corporation and Employee Indemnitee have been here advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or; (f) j. in connection with any proceeding (or part thereof) initiated by EmployeeIndemnitee against, or any proceeding by Employee against between Indemnitee and, the Company Corporation or its directors, executive officers, Employees officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding such indemnification was authorized by the board Board of directors Directors of the CompanyCorporation, or (iii) such indemnification is provided by the CompanyCorporation, in its sole discretion, pursuant to the powers vested in the Company Corporation under the NYCRRCode; k. with respect to any claim by or in the right of the Corporation: i. if the Indemnitee is adjudged to be liable to the Corporation in performance of the Indemnitee's duty to the Corporation and its shareholders, unless and only to the extent that the court in which such claim is or was pending shall determine upon application that, in view of all of the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for expenses, and then only to the extent and in the event that the court shall determine; ii. for expenses incurred in defending a pending claim which is settled or otherwise disposed of without court approval; or iii. for amounts paid in settling or otherwise disposing of a pending claim without court approval; and l. to the extent, but only to the extent, that indemnification with respect to such claim (i) would be inconsistent with the Articles or Bylaws, or a resolution of the shareholders or agreement of the Corporation prohibiting or otherwise limiting such indemnification and in effect at the time of the accrual of the action or (ivii) would be inconsistent with any condition expressly imposed by a court or administrative or regulatory authority or agency having competent jurisdiction over the proceeding is initiated pursuant Corporation or a relevant aspect of the corporations operations in approving a settlement, unless Indemnitee has been successful on the merits or unless the indemnification has been approved by the shareholders of the Corporation in accordance with Section 153 of the California Corporations Code (with the shares of the Indemnitee not being entitled to Section 9 hereofvote thereon).

Limitations on Indemnity. No indemnity pursuant to Section 1 hereof shall be paid by the CompanyAngelus: (a) on account of any claim against Employee solely Indemnitee for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) 16 of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal1934, state or local statutory lawas amended; (b) on account unless Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Employee’s the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct that is established was unlawful. Indemnification may not be made for any claim, issue or matter as to which such Indemnitee has been adjudged by a final judgment court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as knowingly fraudulent or deliberately dishonest or that constituted willful misconductthe court deems proper; (c) on account in connection with a proceeding by or in the right of Employee’s the Company, except for reasonable expenses incurred in connection with the proceeding if it is determined that Indemnitee has met the standard of conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting set forth in any personal profit or advantage to which Employee was not legally entitledSection 2(b); (d) in connection with any proceeding with respect to any conduct for which Indemnitee was adjudged liable on the basis that Indemnitee received a financial benefit to which Indemnitee was not entitled, whether or not involving action in the capacity as a director of the Company; (e) for which payment is has actually been made to Employee Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw insurance or agreement;; or (ef) if indemnification is not lawful (and, in this respect, both the Company Angelus and Employee Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection or is prohibited by any applicable state securities laws with respect to any proceeding (violation of applicable federal or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereofstate securities laws.

Limitations on Indemnity. No indemnity The Corporation shall be paid by not indemnify Advisor for the Companyfollowing: (aA) on The Corporation will not indemnify the Advisor to the extent that he is reimbursed from insurance proceeds or from any other party, except to the extent the aggregate of the expenses incurred by Advisor exceeds the sum of such compensation; (B) In respect to remuneration paid to Advisor, if it shall be determined by a final adjudication that such remuneration was in violation of the law; 2 (C) On account of any claim suit in which judgment is rendered against Employee solely Advisor for an accounting of profits made from the purchase or sale by Employee Advisor of securities of the Company Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended, or similar provisions of any federal, state or local statutory law, or on account of any suit in which a final judgment is rendered against the Advisor for violation of Section 10(b) or Rule 10b(5) of the Securities and Exchange Act of 1934, as amended, or similar provisions of any federal, state or local law; (bD) on On account of Employee’s Advisor's conduct that which is established by a final judgment as finally adjudged to have been knowingly fraudulent or deliberately dishonest or that constituted to constitute willful misconduct; (cE) on On account of Employee’s Advisor's conduct that which is established by a final judgment as constituting a breach the subject of Employee’s duty of loyalty to the Company an action, suit or resulting proceeding described in any personal profit or advantage to which Employee was not legally entitledSection 6(C)(ii) hereof; (dF) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect On account of any excess beyond payment under action, claim or proceeding (other than a proceeding referred to in Section 7(B) hereof) initiated by the Advisor unless such insuranceaction, clause, bylaw claim or agreement;proceeding was authorized in the specific case by action of the Board of Directors of the Corporation; or (eG) if If a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Company Corporation and Employee Advisor have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No indemnity shall be paid The indemnification by the CompanyCompany of Indemnitee pursuant to this Agreement excludes any Expenses or other costs as described in Sections 2, 3 and 8 hereof: (a) to the extent prohibited by the DGCL or the Company’s certificate of incorporation or by-laws; (b) on account of any claim determination or judgment against Employee Indemnitee solely for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the United States Securities Exchange Act of 1934 and amendments thereto or similar provisions of any United States federal, state or local statutory law; (bc) on account of EmployeeIndemnitee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (cd) on account of EmployeeIndemnitee’s conduct that is established by a final judgment as constituting a breach of EmployeeIndemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee Indemnitee was not legally entitled; (de) for which payment is actually made to Employee Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw article or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw article or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding Proceeding (or part thereof) initiated by EmployeeIndemnitee, or any proceeding Proceeding by Employee Indemnitee against the Company or its directors, officers, Employees employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the board Board of directors Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRRAct, or (iv) the proceeding Proceeding is initiated pursuant to Section 9 Sections 6 or 12 hereof.

Limitations on Indemnity. No indemnity Notwithstanding the foregoing, the Company shall not be obligated to indemnify Indemnitee for Expenses or Other Liabilities of any type whatsoever (including, but not limited to judgments, fines, penalties, ERISA excise taxes or penalties and amounts paid by the Company:in settlement): (ai) if a court of competent jurisdiction having jurisdiction in the matter, by final unappealable judgment or decree, shall determine that such indemnity is not permitted under applicable law; (ii) on account of any claim against Employee solely suit in which final, unappealable judgment is rendered for an accounting of profits made from the purchase or sale by Employee Indemnitee of securities of the Company pursuant to in violation of the provisions of Section 16(b) of the Securities and Exchange Act of 1934 and amendments thereto 1934, as amended, or similar provisions of any federal, state state, or local statutory law; (biii) on account for any acts or omissions or transactions finally adjudged to have been intentional misconduct, a knowing violation of Employee’s conduct that is established by law or Section 23B.08.310 of the WBCA or any successor provision of the WBCA, or a final judgment as knowingly fraudulent transaction from which Indemnitee derived benefit in money, property, or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage services to which Employee was Indemnitee is not legally entitled; (div) for which payment is actually made with respect to Employee under a valid proceedings or claims initiated or brought voluntarily by Indemnitee and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreementnot by way of defense, except (1) with respect to proceedings brought in respect good faith to establish or enforce a right to indemnification under this Agreement or any other statute or law, or (2) at the Company’s discretion, in specific cases if the Board of any excess beyond payment under Directors of the Company has approved the initiation or bringing of such insurance, clause, bylaw or agreementsuit; (ev) if indemnification is to the extent such Expenses or Other Liabilities of any type whatsoever (including, but not lawful limited to judgments, fines, penalties, ERISA excise taxes or penalties, and amounts paid in settlement) have been paid directly to Indemnitee (andor paid directly to a third party on Indemnitee’s behalf) by any directors and officers, in this respector other type, both of insurance maintained by the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted [or pursuant to appropriate courts for adjudicationother indemnity arrangements with third parties](1); or (fvi) on account of any suit brought against Indemnitee in which final, unappealable judgment is rendered for misuse or misappropriation of non-public information or otherwise involving Indemnitee’s status as an “insider” of the Company in connection with any proceeding (purchase or part thereof) initiated sale by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board Indemnitee of directors securities of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Indemnity. No The foregoing indemnity shall be paid not extend to any Expense of any Indemnitee to the extent attributable to one or more of the following: (1) acts or omissions involving the willful misconduct or gross negligence of such Indemnitee or any Person acting on behalf of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in any Aircraft); (2) the failure by such Indemnitee to perform or observe any agreement, covenant or condition in any of the Operative Documents applicable to it, including, without limitation, the creation or existence of a Security Trustee Lien or a Lender Lien (except to the extent such failure was caused directly by the Company: (a) on account of any claim against Employee solely for an accounting of profits made from the purchase or sale by Employee of securities failure of the Company Lessee to perform any of its obligations under the Operative Documents); (3) any representation or warranty by such Indemnitee in the Operative Documents or in connection therewith being incorrect in any material respect; (4) with respect to any Indemnitee, a disposition (voluntary or involuntary) by such Indemnitee of all or any part of such Indemnitee’s interest in such Airframe, any Engine or in any Operative Document other than during the continuance of an Event of Default; (5) other than amounts necessary to make payments on an after-tax basis, any Tax, or increase in Tax liability under any applicable law whether or not the Lessee is required to indemnify for such Tax pursuant to Schedule III to the provisions Facility Agreement; (6) acts or events occurring after (x) the Notes and all other amounts due to such Indemnitee under the Operative Documents have been paid in full or (y) the transfer of Section 16(b) possession of an Aircraft pursuant to Article V of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty Mortgage except to the Company or resulting in any personal profit or advantage extent that such Claim is attributable to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) acts occurring in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board exercise of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated remedies pursuant to Section 9 hereof5.01 of the Mortgage following the occurrence and continuance of an Event of Default; (7) a failure on the part of the Security Trustee or either Agent to distribute in accordance with the Facility Agreement or the Mortgage any amounts received and distributable by it thereunder; and (8) any Expense which is payable or borne by a Person other than the Lessee pursuant to any provision of any Operative Document.

Limitations on Indemnity. No indemnity shall pursuant to Section 1 will be paid by the Company: (a) on account Except to the extent that the aggregate amount of Losses to be indemnified exceed the aggregate amount of such Losses for which the Indemnitee is actually paid or reimbursed pursuant to directors’ and officers’ liability insurance, if any, which may be purchased and maintained by the Company or any claim against Employee solely for an accounting of profits made its subsidiaries or pursuant to the Certificate of Incorporation, the By-Laws or otherwise; (b) To the extent determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that the Indemnitee actually realized a personal gain or profit to which the Indemnitee was not legally entitled, including profit from the purchase or and sale by Employee the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal1934, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductamended; (c) on On account of Employee’s the Indemnitee's conduct if it is proven by clear and convincing evidence in a court of competent jurisdiction that is established by a final judgment as constituting a breach of Employee’s duty of loyalty the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or resulting in any personal profit or advantage undertaken with reckless disregard for the best interests of the Company, except to which Employee was not legally entitledthe extent such indemnity is otherwise permitted under applicable law; (d) for With respect to any remuneration paid to the Indemnitee determined, by a court having jurisdiction in the matter in a final adjudication from which payment there is actually made no further right of appeal, to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except have been in respect violation of any excess beyond payment under such insurance, clause, bylaw or agreementlaw; (e) if If it shall have been determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that indemnification is not lawful lawful; (andf) On account of the Indemnitee's conduct to the extent it relates to any matter that occurred prior to the time such individual became an executive officer or a director of the Company; provided, in however, that this respectlimitation will not apply to the extent such matter occurred while the Indemnitee was a director, both officer, employee or agent of the Company and Employee have been advised that or its subsidiaries (other than prior to the Securities and Exchange Commission believes that indemnification for liabilities arising under time such entity became a subsidiary of the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationCompany); or (fg) in connection with any proceeding (or part thereof) initiated No indemnity pursuant to Section 1 shall be paid by Employee, or any proceeding by Employee against the Company with respect to Proceedings initiated or its directorsbrought voluntarily by the Indemnitee and not by way of defense, officersexcept pursuant to Section 6 with respect to proceedings brought to enforce rights or to collect money due under this Agreement; provided, Employees or other agentshowever, unless that indemnity may be provided by the Company in specific cases if (i) such indemnification authorized by another agreement to which the Company is expressly required to be made by lawa party whether heretofore or hereafter entered, (ii) the proceeding was authorized otherwise ordered by the board of directors of court in which the CompanyProceeding is brought, or (iii) the Board finds it to be appropriate. In no event will the Company be obligated to indemnify the Indemnitee pursuant to this Agreement to the extent such indemnification is provided prohibited by applicable law. A determination as to whether the Company, Indemnitee will be entitled to indemnification under Section 1 will be made in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (ivaccordance with Section 4(a) the proceeding is initiated pursuant to Section 9 hereof.