Common use of Right to Indemnification Clause in Contracts

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or If Participant is made a ------------------------ party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he is or shewas an Officer and/or Fiduciary or, or a person for whom he or she is the legal representativewhile an Officer and/or Fiduciary, is or was a director serving as an officer, director, employee or officer agent of any subsidiary of the Corporation Company (or otherwise is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, Company including service with respect to any employee benefit plansplan), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee an Officer or agent Fiduciary or in any other capacity while serving as a directoran Officer and/or Fiduciary, officer, employee or agent, he shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawLaw of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person him in connection therewith and such indemnification shall continue as to a person who after Participant has ceased to be an Officer and/or a director, officer, employee or agent Fiduciary and shall inure to the benefit of his or her Participant’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, that except as provided in Section (B)(2) ----------------- 2 of this ArticleAgreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Corporation Company shall be required to indemnify any such person seeking indemnification Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the board Board of directors Directors of the CorporationCompany (the “Board”). The right to indemnification conferred in this section shall be a contract right and Agreement shall include the right to be paid by the Corporation corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final dispositiondisposition (hereinafter an “advancement of expenses”); further provided, however, that, if the Delaware General Corporation Law ----------------- of the State of Delaware requires, the payment an advancement of such expenses incurred by a director or officer Participant in his or her capacity as an Officer and/or a director or officer Fiduciary (and not in any other capacity in which service was or is rendered by such person Participant while an Officer and/or a director or officerFiduciary, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he be made only upon delivery to the Corporation Company of an undertaking, if permitted by Federal Law, by or on behalf of such director or officerParticipant, to repay all amounts so advanced if it shall ultimately be determined that such director or officer he is not entitled to be indemnified under this section Agreement, or otherwise. The Corporation may, and provided further that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or an advancement of expenses, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by action of its board of directors, provide indemnification to employees and agents of him only if such proceeding was authorized by the Corporation with the same scope and effect as the foregoing indemnification of directors and officersBoard.

Right to Indemnification. Each person The Company will indemnify each Person who was has been or is made a ------------------------ party or is threatened to be made a party to any threatened, pending or is involved in any completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative appellate (hereinafter a "Proceeding")regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that he or she, or a person for whom he or she is the legal representative, such Person is or was a director Member, Director or officer of the Corporation Company, or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent officer or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case comparable position of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)Other Enterprise, against all expenseliabilities and expenses, liability and loss (including attorneys' fees, judgments, finesamounts paid in settlement, attorneys’ fees and expenses, ERISA excise taxes or penalties penalties, fines and amounts paid or to be paid in settlement) other expenses, actually and reasonably incurred or suffered by such person Person in connection therewith and with such indemnification shall continue as to a person who has ceased to be a directoraction, officersuit or proceeding (including the investigation, employee defense, settlement or agent and shall inure to the benefit appeal of his such action, suit or her heirs, executors, administrators and personal representativesproceeding); provided, however, thatthat the Company will not be required to indemnify or advance expenses to any Person on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, except as provided in Section (B)(2) ----------------- of this Articledeliberately dishonest or willful misconduct; provided, further, that the Corporation shall Company will not be required to indemnify or advance expenses to any such person seeking indemnification Person in connection with a an action, suit or proceeding (initiated by such Person unless the initiation of such action, suit or part thereof) proceeding was authorized in advance by the board Board of directors Directors; provided, further, that a Director or officer will be indemnified hereunder only for those actions taken or omitted to be taken by such Director or officer in the discharge of such Director’s or officer’s obligations in connection with the management of the Corporationbusiness and affairs of the Company, PVG or any Other Enterprise. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. The foregoing right to indemnification conferred in this section shall be a contract right will apply to all Persons serving as Directors or officers and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity all Persons who serve as a director representatives of the Company at any time or who serve at any time at the request of the Company as a director, officer (and not or in any other capacity in which service was comparable position of any Other Enterprise. Nothing herein prevents one or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance more of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by Members or on behalf of PVG from indemnifying their respective representatives or directors or officers under such director Member’s or officer, to repay all amounts so advanced if it shall ultimately be determined that such director PVG’s organizational documents or officer other agreements. If any Person is not entitled to be indemnified under this section indemnification both from the Company, from a Member or otherwise. The Corporation mayfrom PVG, by action of its board of directorsthen indemnification would come first from PVG, provide indemnification to employees then the Company and agents of thereafter from the Corporation with the same scope and effect as the foregoing indemnification of directors and officersMember.

Right to Indemnification. Each person The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (a “Covered Person”) who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he or she, or a person Person for whom he or she is the legal representative, is or was a director Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee employee, agent or agent trustee of another corporation entity or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss suffered and expenses (including including, without limitation, attorneys' fees’ fees and expenses, judgments, fines, ERISA excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to Covered Person. Notwithstanding the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, thatpreceding sentence, except as otherwise provided in Section (B)(2) ----------------- 11.3 with respect to Proceedings to enforce rights to indemnification or advancement of this Articleexpenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify any such person seeking indemnification a Covered Person in connection with a proceeding Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. Any reference to an officer of the Corporation in this Article 11 shall be deemed to refer exclusively to the Chairman, Vice Chairman, Chief Executive Officer, President, Vice Presidents, Secretary, Treasurer and any other officers of the Corporation appointed pursuant to Section 5.01 of the Corporation’s By-laws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment or equivalent governing body of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery entity pursuant to the Corporation certificate of an undertaking, by incorporation and by-laws or on behalf equivalent organizational documents of such director other entity or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersenterprise.

Right to Indemnification. As stated in the Company's By-laws, "Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or shehe, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation corporation or is or was serving at the request of the Corporation corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation corporation to the fullest extent authorized permitted by the Delaware General Corporation LawLaw of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation from time to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)time, against all expensecosts, liability charges, expenses, liabilities and loss losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith therewith, and such that indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Articlesection 6.2, the Corporation corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by that person, only if that proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section these by-laws shall be a contract right and shall include the right to be paid by the Corporation corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- of Delaware, as amended from time to time, requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such that person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he be made only upon delivery to the Corporation corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced advanced, if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section these by-laws or otherwise. The Corporation corporation may, by action of its board of directorsBoard, provide indemnification to employees and agents of the Corporation corporation with the same scope and effect as the foregoing indemnification of directors and officers."

Right to Indemnification. Each person Subject to the limitations and conditions provided in this Article 11, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or sheit, or a person for Person of whom he or she it is the legal representative, is or was a director Managing Member, an Affiliate of a Managing Member, or officer Member of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, Company shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawAct or any other applicable law or judicial ruling against judgments, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss penalties (including attorneys' fees, judgmentsexcise and similar taxes and punitive damages), fines, ERISA excise taxes or penalties settlements and amounts paid or to be paid in settlementreasonable expenses (including, without limitation, costs of suit and attorneys’ fees) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this Article 11 shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article 11 shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and repeal of this Article 11 shall inure have the effect of limiting or denying such rights with respect to causes of action accrued, actions taken or Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the benefit indemnification provided in this Article 11 could involve indemnification for negligence or under theories of his or her heirs, executors, administrators and personal representativesstrict liability; provided, however, thatthat notwithstanding any other provision of the Agreement to the contrary, except as provided in Section (B)(2) ----------------- of this Articlea Person shall not be indemnified by the Company against any judgments, the Corporation shall indemnify any penalties, fines, settlements and expenses incurred by such person seeking indemnification Person which arise in connection with a proceeding (any Proceeding if such Proceeding arises from bad faith, gross negligence or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered willful misconduct by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersPerson.

Right to Indemnification. (A) Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve, at the request of the Corporation as a directorCorporation, officerin any capacity, employee or agent of another corporation or of a partnershipwith any corporation, joint venture, trust partnership or other enterpriseentity in which the Corporation has a partnership or other interest, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving or having agreed to serve as a director, officer, employee director or agentofficer of the Corporation, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including including, without limitation, attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executorsexecutors and administrators, administrators and personal representatives(B) the Corporation shall indemnify and hold harmless in such manner any person designated by the Board, or any committee thereof, as a person subject to this indemnification provision, and who was or is made a party or is threatened to be made a party to a proceeding by reason of the fact that he, she or a person of whom he or she is the legal representative, is or was serving at the request of the Board as a director, officer, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise whether such request is made before or after the acts taken or allegedly taken or events occurring or allegedly occurring which give rise to such proceeding; provided, however, that, that except as provided in Section subsection (B)(2b)(ii) ----------------- of this ArticleArticle NINTH, the Corporation shall indemnify any such person seeking indemnification pursuant to this subsection in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section herein shall be a contract right based upon an offer from the Corporation which shall be deemed to have been made to a person subject to subsection (b)(i)(A) on the date this Certificate of Incorporation is effective and to a person subject to subsection (b)(i)(B) on the date designated by the Board, shall be deemed to be accepted, (i) in the case of a person subject to subsection (b)(i)(A) by such person’s service or continued service as a director or officer of the Corporation for any period after the offer is made and (ii) in the case of a person subject to subsection (b)(i)(B), by such person’s continued service in such capacity as such person was serving when designated as subject to subsection (b)(i)(B) by the Board, or any committee thereof, or if such person is no longer serving in such capacity, by such person’s written acceptance and, in each case, shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; providedprovided further, however, that, that if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officerindemnified person, to repay all amounts so advanced if it shall ultimately be determined that such director or officer indemnified person is not entitled to be indemnified under this section Article NINTH or otherwise. The Corporation may, by action of its board of directorsthe Board, provide indemnification or advancement to employees and or agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to employee benefit plansplans maintained or sponsored by the Corporation, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section paragraph (B)(2b) ----------------- of this Articlebelow, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this section Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section Article or otherwise. The Corporation may, by action of its the board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawLaw of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section paragraph (B)(2b) ----------------- of this Articlehereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directorsthe Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving or having agreed to serve as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), ) against all expense, liability and loss (including without limitation, attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof), other than a proceeding (or part thereof) brought under Section 3 of this Article VI, initiated by such person or his or her heirs, executors and administrators only if such proceeding (or part thereof) was authorized by the board Board of directors of the CorporationDirectors. The right to indemnification conferred in this section Article VI shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officerindemnified person, to repay all amounts so advanced if it shall ultimately be determined that such director or officer indemnified person is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person To the fullest extent permitted by applicable law, the Company shall indemnify each Person who was has been or is made a ------------------------ party or is threatened to be made a party to any threatened, pending or is involved in any completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative appellate (hereinafter a "Proceeding")regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that he or she, or a person for whom he or she is the legal representative, such Person is or was a director Member or officer Manager of the Corporation Company, or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent officer or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case comparable position of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), Other Enterprise against all expense, liability liabilities and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officerexpenses, including, without limitation, service judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), if such Person discharged such Person’s duties in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, if such Person had no reasonable cause to believe that such Person’s conduct was unlawful; provided, however, that the Company shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company shall not be required to indemnify or advance expenses to any Person in connection with an employee benefit plan) action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Member; provided, further, that a Member or Manager shall be indemnified hereunder only for those actions taken or omitted to be taken by such Member or Manager in connection with the management of the final disposition business and affairs of a proceeding shall he made only upon delivery the Company or any Other Enterprise and that the provisions of this Section 5.12 are not intended to extend indemnification to the Corporation Member or any Manager for any actions taken or omitted to be taken by the Member or Manager in any other connection, including, but not limited to, any other express obligation of an undertakingthe Member or Manager undertaken in this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on behalf under a plea of such director nolo contendere or officerits equivalent, to repay all amounts so advanced if it shall ultimately be determined not, of itself, create a presumption that such director or officer is Person seeking indemnification did not entitled discharge such Person’s duties in good faith and in a manner such Person reasonably believed to be indemnified under this section in or otherwise. The Corporation may, by action of its board of directors, provide indemnification not opposed to employees and agents the best interests of the Corporation Company, that such Person had reasonable cause to believe that such Person’s conduct was unlawful with the same scope and effect as the foregoing indemnification of directors and officersrespect to any criminal action or proceeding, or that such Person’s conduct was knowingly fraudulent, deliberately dishonest or willful misconduct.

Right to Indemnification. Each person Subject to the limitations and conditions provided in this ARTICLE VII, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter hereinafter, a "ProceedingPROCEEDING"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or shesuch Person, or a person for whom he or she Person of which such Person is the legal representative, is or was a director or officer Member, a member of the Corporation Board or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, Officer shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation Lawapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys' fees, judgmentsexcise and similar taxes and punitive damages), fines, ERISA excise taxes or penalties settlements and amounts paid or to be paid in settlementreasonable expenses (including, without limitation, reasonable attorneys' and experts' fees) reasonably actually incurred or suffered by such person Person in connection therewith and with such Proceeding, appeal, inquiry or investigation (each a "LOSS"), unless such Loss shall have been the result of gross negligence, fraud or intentional misconduct by such Person, in which case such indemnification shall not cover such Loss to the extent resulting from such gross negligence, fraud or intentional misconduct. Indemnification under this ARTICLE VII shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this ARTICLE VII shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- repeal of this Article, ARTICLE VII shall have the Corporation shall indemnify effect of limiting or denying any such person seeking indemnification in connection rights with a proceeding (respect to actions taken or part thereof) authorized by the board of directors of the Corporation. The right Proceedings, appeals, inquiries or investigations arising prior to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; providedamendment, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director modification or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersrepeal.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section paragraph (B)(2b) ----------------- of this Articlehereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directorsthe Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person (i) Subject to the limitations and conditions as provided in this Section 17, each of (A) any Person who is or was an affiliate of the Company, (B) any Person who is or was a member, manager, partner, equityholder, director, officer, fiduciary or trustee of the Company or any affiliate of the Company, (C) any Person who is or was serving at the request of the Company or any affiliate of the Company as an officer, director, member, manager, partner, venturer, fiduciary, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic Person or other enterprise; provided, that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (D) any Specified Person (including in its capacity as a service provider to the Company or any of its direct or indirect subsidiaries), and (E) any Person the Board designates as an “Indemnitee” for purposes of this Agreement (an “Indemnitee”) who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director Member or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agentIndemnitee, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended amended, but subject to the limitations expressly provided in this Agreement, against judgments, penalties (butincluding excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by such Indemnitee in connection with such Proceeding, and indemnification under this Section 17 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Indemnitee to indemnity hereunder; provided, that, except to the extent such Indemnitee is entitled to or receives exculpation pursuant to Section 17(a), no Indemnitee shall be indemnified for any Liability actually incurred by such Indemnitee that is attributable to (1) such Indemnitee’s or its affiliates’ (the term “affiliates” excluding, for purposes hereof, the Company’s and its direct or indirect subsidiaries) fraud, gross negligence, willful misconduct, intentional and material breach of this Agreement or any other agreement executed by such Indemnitee with the Company, or, in the case of a criminal matter, such Person having acted or failed to act with knowledge that such conduct was unlawful, in each case, as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected), (2) an Officer’s (other than any Specified Officer) breach of fiduciary duties, (3) proceedings initiated by the Indemnitee or proceedings against the Company or any of its direct or indirect subsidiaries, (4) proceedings initiated by the Company or any of its direct or indirect subsidiaries against an employee, or (5) economic losses or tax obligations incurred by an Indemnitee as a result of owning Units. The rights granted pursuant to this Section 17 shall be deemed contract rights, and no amendment, modification or repeal of this Section 17 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the rights of indemnification provided hereby in this Section 17 could involve indemnification for negligence or under theories of strict liability. (ii) The indemnification provided by this Section 17(b) shall continue be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Managers, as theretofore notwithstanding such amendment unless such amendment permits a matter of law or otherwise, both as to actions in the Corporation Indemnitee’s capacity as an Indemnitee and as to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)actions in any other capacity, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person an Indemnitee who has ceased to be a director, officer, employee or agent serve in such capacity and shall inure to the benefit of his or her the heirs, executorssuccessors, assigns and administrators of the Indemnitee. (iii) An Indemnitee shall not be denied indemnification in whole or in part under this Section 17(b) because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise not prohibited by the terms of this Agreement. (iv) If an Indemnitee is entitled to advances or indemnification by a direct or indirect subsidiary of the Company with respect to a matter for which such Indemnitee is entitled to seek advances or indemnification under Section 17(b), then the Company’s obligations to advance or indemnify hereunder shall be secondary to such subsidiary’s obligations to advance or indemnify and personal representatives; providedsuch subsidiary shall have no right to contribution from the Company with respect to such advances or indemnifications. If an affiliate of the Company (other than a direct or indirect subsidiary of the Company) advances expenses to or indemnifies an Indemnitee with respect to a matter for which such Indemnitee was entitled to seek advances or indemnification under Section 17(b), however, that, except then the Company’s obligations to indemnify hereunder shall include reimbursement of such affiliate and such affiliate shall be deemed an Indemnitee hereunder for purposes of its entitlement to such reimbursement. Except as provided in Section (B)(2) ----------------- the immediately preceding sentence, the provisions of this ArticleSection 17(b) are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the Corporation benefit of any other Persons. (v) No amendment, modification or repeal of this Section 17(b) or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such person seeking indemnification Indemnitee under and in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation accordance with the same scope and provisions of this Section 17(b) as in effect as the foregoing indemnification immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of directors and officerswhen such claims may arise or be asserted.

Right to Indemnification. Each person who was or If Indemnitee is made a ------------------------ party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, Indemnitee is or was a director Director or officer an Officer of the Corporation Company (or of any subsidiary of the Company) or is or was serving at the request of the Corporation as a director, officer, employee Company or agent of another corporation or of a partnership, joint venture, trust or other enterprisethe Board, including service with respect to any employee benefit plansplan or any subsidiary of the Company, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee Director or agent an Officer or in any other capacity while serving as a directorDirector or an Officer, officer, employee or agent, Indemnitee shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by Section 18-108 of the Delaware General Corporation LawLimited Liability Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith and such indemnification shall continue as to a person who after Indemnitee has ceased to be a director, officer, employee Director or agent an Officer and shall inure to the benefit of his or her Indemnitee’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, that except as provided in Section (B)(2) ----------------- 2 of this ArticleAgreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Corporation Company shall be required to indemnify any such person seeking indemnification Indemnitee in connection with a proceeding (or part thereof) initiated by Indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersBoard.

Right to Indemnification. Each person who was The Corporation shall indemnify, to the fullest extent permitted by the DGCL, as it presently exists or is made a ------------------------ party or is threatened may be amended (but, in the case of any such amendment, only to be made a party the extent that such amendment permits the Corporation to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), by reason of the fact that he or she, or a any natural person for whom he or she is the legal representative, (a) who is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee officer or agent trustee of another corporation or of a corporation, limited liability company, partnership, joint venture, trust employee benefit plan, trust, nonprofit entity or other enterprise, including service with respect to employee benefit plansenterprise at any time during which these Bylaws are in effect (a “Covered Person”), whether or not such Covered Person continues to serve in such capacity at the basis time any indemnification is sought or at the time of any proceeding (as defined below) relating thereto exists or is brought, and (b) who is or was a party to, is threatened to be made a party to, or is otherwise involved in (including as a witness) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature (a “proceeding”) based on such proceeding is alleged action Covered Person’s action(s) in an his or her official capacity as a director, officer, employee director or agent officer of the Corporation or in any other capacity while serving as a director, officerofficer or trustee of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or agent, shall be indemnified and held harmless by the Corporation other enterprise (to the fullest extent authorized by serving in such position at the Delaware General Corporation Law, as request of the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendmentCorporation), against all expense, liability and loss suffered (including attorneys' feesincluding, without limitation, any judgments, fines, ERISA XXXXX excise taxes or penalties and amounts paid or in settlement consented to be paid in settlementwriting by the Corporation) and expenses (including attorneys’ fees), actually and reasonably incurred or suffered by such person Covered Person in connection therewith and with such proceeding. Such indemnification shall continue as to a person Covered Person who has ceased to be a director or officer, of the Corporation or as a director, officerofficer or trustee of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or agent other enterprise at the request of the Corporation and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representatives; provided, however, that, except administrators. Except as provided in this Section (B)(2) ----------------- of this Article1, the Corporation shall be required to indemnify any such person seeking indemnification a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if the proceeding (or part thereof) was authorized by the board Board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersDirectors.

Right to Indemnification. Each person The Company shall indemnify each Person who was has been or is made a ------------------------ party or is threatened to be made a party to any threatened, pending or is involved in any completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative appellate (hereinafter a "Proceeding")regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that he or she, or a person for whom he or she is the legal representative, such Person is or was a director Member or officer Manager of the Corporation Company, or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent officer or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case comparable position of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), Other Enterprise against all expense, liability liabilities and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officerexpenses, including, without limitation, service judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that if the Company brings such suit against such Person as Member, Manager, employee or agent of the Company and a court of competent jurisdiction finds that such Person is liable to the Company, no indemnification may be granted for claims or settlements paid to the Company unless and to the extent that a court of competent jurisdiction determines under the circumstances such indemnity is fair, reasonable and appropriate; additionally that the Company shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company shall not be required to indemnify or advance expenses to any Person in connection with an employee benefit plan) action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Managers; provided, further, that a Manager shall be indemnified hereunder only for those actions taken or omitted to be taken by such Manager in the discharge of such Manager’s obligations for the management of the final disposition business and affairs of a proceeding shall he made only upon delivery the Company and that the provisions of this Section 5.13 are not intended to the Corporation of an undertaking, by or on behalf extend indemnification to any Manager for any obligations of such director Manager undertaken in this Agreement in such Manager’s capacity as a Member. The termination of any action, suit or officerproceeding by judgment, to repay all amounts so advanced if it order, settlement, conviction or under a plea of nolo contendere or its equivalent, shall ultimately be determined not, of itself, create a presumption that such director Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officerswillful misconduct.

Right to Indemnification. Each person who was (a) To the fullest extent permitted by applicable law, (i) any Member (in his capacity as a Member) or is made a ------------------------ party any of its Affiliates, (ii) the Managers or is threatened (iii) any Persons authorized by the Managers (each individually, an “Indemnified Party”) shall be entitled to be made a party to indemnification from the Company for any and all losses, liabilities, damages, assessments, fines, judgments, costs and expenses, including reasonable attorney’s fees (collectively, “Indemnification Losses”) incurred by such Indemnified Party by reason of any act or is involved omission of such Indemnified Party arising from the performance of such Indemnified Party’s obligations or duties under this Agreement, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), proceeding to which any such Indemnified Party may hereafter be made party by reason of the fact that he being or shehaving been a Member, Manager, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent Person authorized by the Delaware General Corporation LawManagers in such capacity, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if any Indemnification Loss arises out of any action or inaction of an Indemnified Person, indemnification under this Section 9.1 will be available only if (a) either (i) the Delaware General Corporation Law ----------------- requiresIndemnified Party, at the payment time of such expenses incurred by a director action or officer inaction, believed, in good faith, that its, his or her capacity as course of conduct was in, or not opposed to, the best interests of the Company, or (ii) in the case of inaction by the Indemnified Party, the Indemnified Party did not intend its, his or her inaction to be harmful or opposed to the best interests of the Company, and (b) the action or inaction did not constitute fraud, gross negligence, willful misconduct or knowing violation of applicable Law or breach of this Agreement by the Indemnified Party. (b) Expenses incurred by any Person entitled to indemnification pursuant to this Section 9.1 in defending a director or officer (and not in any other capacity in which service was or is rendered proceeding shall be paid by such person while a director or officer, including, without limitation, service to an employee benefit plan) the Company in advance of the final disposition of a such proceeding shall he made only upon delivery subject to the Corporation provisions of an undertaking, any applicable law; provided such expenses shall be required to be repaid to the Company in the event the aforementioned losses are determined by a court of competent jurisdiction to have resulted from actions or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer omissions for which the Company is not entitled required to be indemnified under indemnify such Person pursuant to this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersSection 9.1.

Right to Indemnification. Each person who was or is made a ------------------------ party or party, is threatened to be made a party to to, or is otherwise involved in in, as a witness or otherwise, any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Corporation or otherwise), whether civil, criminal, administrative or investigative and whether formal or informal, including any and all appeals (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was or has agreed to become a director or an officer of the Corporation, or while serving as a director or officer of the Corporation or Corporation, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation or of a corporation, limited liability company, partnership, joint venture, trust trust, employee benefit plan or other enterpriseenterprise (each, including service with respect a “Person”), or by reason of any action alleged to employee benefit plans, whether the basis of have been taken or omitted by such proceeding is alleged action person in an official any such capacity or in any other capacity while serving or having agreed to serve as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent(hereinafter an “indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized permitted by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law the DGCL permitted the Corporation to provide prior to such amendment), from and against all expenseloss and liability suffered and expenses (including, liability without limitation, attorneys’ fees, costs and loss (including attorneys' feesexpenses), judgments, fines, fines ERISA excise taxes or penalties and amounts paid or to be paid in settlement) settlement actually and reasonably incurred by or on behalf of an indemnitee in connection with such action, suit or proceeding, including any appeals or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person an indemnitee who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such indemnitee to indemnity hereunder and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- 8.03 with respect to proceedings to enforce rights to indemnification or advancement of this Articleexpenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such person seeking indemnification indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board Board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final dispositionDirectors; provided, howeverfurther, thatthat the Corporation shall not be obligated under this Section 8.01: (a) to indemnify an indemnitee under these Bylaws for any amounts paid in settlement of an action, if suit or proceeding unless the Delaware General Corporation Law ----------------- requiresconsents to such settlement, which consent shall not be unreasonably withheld, delayed or conditioned, or (b) to indemnify an indemnitee for any disgorgement of profits made from the purchase or sale by indemnitee of securities of the Corporation under Section 16(b) of the Exchange Act. In addition, subject to Section 8.04, the Corporation shall not be liable under this Article VIII to make any payment of such expenses incurred by a director or officer in his or her capacity as a director or officer amounts otherwise indemnifiable hereunder (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit planjudgments, fines and amounts paid in settlement) in advance of the final disposition of a proceeding shall he made only upon delivery if and to the Corporation of an undertaking, by or on behalf of extent that the indemnitee has otherwise actually received such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified payment under this section Article VIII or any insurance policy, contract, agreement or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he being or she, or a person for whom he or she is the legal representative, is or was having been a director or officer of the Corporation Company or is serving or was serving having served at the request of the Corporation Company as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (an “Indemnitee”), whether the basis of such proceeding is alleged action or failure to act in an official capacity as a director, trustee, officer, employee or agent or in any other capacity while serving as a director, trustee, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted prior thereto) (as used in this Article 7, the Corporation to provide prior to such amendment“Delaware Law”), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person Indemnitee in connection therewith and such indemnification shall continue as to a person an Indemnitee who has ceased to be a director, trustee, officer, employee employee, or agent and shall inure to the benefit of his or her the Indemnitee’s heirs, executors, administrators and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article7.2 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation Company shall indemnify any such person seeking indemnification Indemnitee in connection with a proceeding Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the board Board of directors Directors of the CorporationCompany. The right to indemnification conferred in this section Article 7 shall be a contract right and shall include the right to be paid by the Corporation Company the expenses (including attorneys’ fees) incurred in defending any such proceeding Proceeding in advance of its final dispositiondisposition (an “Advancement of Expenses”); provided, however, that, if the Delaware General Corporation Law ----------------- so requires, the payment an Advancement of such expenses Expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding Indemnitee shall he be made only upon delivery to the Corporation Company of an undertakingundertaking (an “Undertaking”), by or on behalf of such director or officerIndemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such director or officer Indemnitee is not entitled to be indemnified for such expenses under this section Article 7 or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person The Company shall indemnify each Person who was has been or is made a ------------------------ party or is threatened to be made a party to any threatened, pending or is involved in any completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative appellate (hereinafter a "Proceeding")regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that he or she, or a person for whom he or she is the legal representative, such Person is or was a director or Voting Member of the Company, an officer of the Corporation Company, a Representative or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent officer or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case comparable position of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)Other Enterprise, against all expense, liability liabilities and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officerexpenses, including, without limitation, service judgments, amounts paid in settlement, attorneys' fees, ERISA excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Company shall not be required to indemnify or advance expenses to any Person on account of such Person's conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company shall not be required to indemnify or advance expenses to any Person in connection with an employee benefit plan) action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Voting Members; provided, however, that an officer or Representative shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in the discharge of such Person's obligations in connection with the management of the final disposition business and affairs of the Company or any Other Enterprise. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a proceeding plea of nolo contendere or its equivalent shall he made only upon delivery to the Corporation not, of an undertakingitself, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined create a presumption that such director Person's conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. The foregoing right to indemnification shall apply to all Persons serving as officers and to all Persons who serve as a Representative at any time or who serve at any time at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise. Nothing herein prevents any Member from indemnifying its representatives or officers under such Member's organizational documents or other agreements. If any Person is not entitled to be indemnified under this section or otherwise. The Corporation mayindemnification both from the Company and from a Member, by action of its board of directors, provide then indemnification to employees would come first from the Company and agents of thereafter from the Corporation with the same scope and effect as the foregoing indemnification of directors and officersMember.

Right to Indemnification. Each (a) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by law as in effect on the date of adoption of these Bylaws or as it may thereafter be amended, any person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), “proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a corporation, partnership, joint venture, trust venture or other enterprise, against any and all liability and loss (including service judgments, fines, penalties and amounts paid in settlement) suffered or incurred and expenses reasonably incurred by such person. The Corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by Delaware law. The Corporation shall not be required to indemnify a person in connection with a proceeding initiated by such person, including a counterclaim or crossclaim, unless the proceeding was authorized by the Board of Directors. (b) For purposes of this Article VII: (i) any reference to “other enterprise” shall include all plans, programs, policies, agreements, contracts and payroll practices and related trusts for the benefit of or relating to employees of the Corporation and its related entities (“employee benefit plans”); (ii) any reference to “fines”, “penalties”, “liability” and “expenses” shall include any excise taxes, penalties, claims, liabilities and reasonable expenses (including reasonable legal fees and related expenses) assessed against or incurred by a person with respect to any employee benefit plans, whether plan; (iii) any reference to “serving at the basis request of such proceeding is alleged action in an official capacity the Corporation” shall include any service as a director, officer, employee or agent of the Corporation or in trustee or administrator of any other capacity while employee benefit plan which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, beneficiaries, fiduciaries, administrators and service providers; (iv) any reference to serving at the request of the Corporation as a director, officer, employee or agent, agent of a partnership or trust shall be indemnified include service as a partner or trustee; and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlementv) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a director, officer, employee or agent and shall inure manner “not opposed to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors best interests of the Corporation. The right to indemnification conferred in ” for purposes of this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersArticle VII.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plansplans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving as a director, officer, employee director or agent, officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person an indemnitee who has ceased to be a director, officer, employee director or agent officer and shall inure to the benefit of his or her the indemnitee’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- 8.02 of this ArticleArticle VIII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board Board of directors Directors of the Corporation. The right to indemnification conferred in this section Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final dispositiondisposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment an advancement of such expenses incurred by a director or officer an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officerindemnitee, including, including without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officerindemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such director or officer indemnitee is not entitled to be indemnified for such expenses under this section Article VIII or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersotherwise (hereinafter an “undertaking”).

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this ARTICLE VII, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter a "ProceedingPROCEEDING"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director Unitholder, Manager or officer of the Corporation Officer, or while a Unitholder, Manager or Officer is or was serving at the request of the Corporation LLC as a manager, director, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, enterprise shall be indemnified and held harmless by the Corporation LLC to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists exist or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation LLC to provide broader indemnification rights than said law permitted the Corporation LLC to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this ARTICLE VII shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this ARTICLE VII shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and repeal of this ARTICLE VII shall inure have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as indemnification provided in Section (B)(2) ----------------- this ARTICLE VII could involve indemnification for negligence or under theories of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person who was To the maximum extent permitted under the Act and other applicable law, no Member, Director, or is made a ------------------------ party Officer of this Company shall be personally liable for any debt, obligation or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), liability of this Company merely by reason of being a Member, Director or Officer. No Director or Officer of this Company shall be personally liable to this Company or its Members for monetary damages for a breach of fiduciary duty by such Director or Officer; provided that this provision shall not eliminate or limit the fact that he liability of a Director or sheOfficer for any of the following: (i) receipt of an improper financial benefit to which the Director is not entitled; (ii) intentional infliction of harm on the Company or the Members; (iii) liability for receipt or payment of distributions in violation of the articles of organization, this Agreement or the Act; or (iv) an intentional violation of criminal law. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended its trustee (but, in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or Officer relating to any such amendment, the rights liability or damage incurred by reason of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes any act performed or penalties and amounts paid or omitted to be paid in settlement) reasonably incurred or suffered performed by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee Director or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification Officer in connection with the business of the Company, including reasonable attorneys’ fees incurred by such Director or Officer in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent permitted under the Act and other applicable law, in the event of any action by a proceeding (or part thereof) authorized Unit Holder against any Director, including a derivative suit, the Company shall indemnify, save harmless, and pay all costs, liabilities, damages and expenses of such Director, including reasonable attorneys’ fees incurred in the defense of such action. Notwithstanding the foregoing provisions, no Director shall be indemnified by the board of directors of Company to the Corporationextent prohibited or limited (but only to the extent limited) by the Act. The right to indemnification conferred in this section shall be a contract right Company may purchase and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or maintain insurance on behalf of any Person in such director Person’s official capacity against any liability asserted against and incurred by such Person in or officerarising from that capacity, whether or not the Company would otherwise be required to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of indemnify the Corporation with Person against the same scope and effect as the foregoing indemnification of directors and officersliability.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved (as a party, witness or otherwise) in any threatened, pending or completed action, suit suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any other threatened, pending or completed proceeding, including any and all appeals, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director director, officer or officer employee of the Corporation (including service with respect to employee benefit plans) or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding the Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee, employee or agentagent (hereafter an “Indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Lawlaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)or interpreted, against all expenseexpenses, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlementsettlement and any interest, assessments or other charges imposed thereon, and any federal, state, local or foreign taxes imposed on any Indemnitee as a result of the actual or deemed receipt of any payments under this Article IX) actually or reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to with investigating, defending, being a person who has ceased to be a directorwitness in or participating in (including on appeal), officeror preparing for any of the foregoing in, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativesany Proceeding (hereinafter “Expenses”); provided, however, that, that except as provided in Section (B)(2) ----------------- of this Articleto Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person Indemnitee seeking indemnification in connection with a proceeding Proceeding (or part thereof) initiated by such Indemnitee only if the Proceeding (or part thereof) was authorized in the first instance by the board Board of directors Directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation a) The Company may indemnify to the fullest extent authorized permitted by the Delaware General Corporation LawAct all persons whom it may indemnify pursuant thereto and in the manner prescribed thereby. (b) To the fullest extent permitted by the Act, as the same now exists or may hereafter be amended amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding extent that such amendment unless such amendment amendment, substitution or replacement permits the Corporation Company to provide broader indemnification rights than said law the Act permitted the Corporation Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person (as hereinafter defined) against any and all expenselosses, liability and loss (including attorneys' feesclaims, damages, judgments, finesfines or liabilities, ERISA excise taxes including reasonable legal fees or penalties other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts paid expended in settlement of any claims (collectively, “Losses”) to which such Covered Person may become subject by reason of: (i) Any act or omission or alleged act or omission performed or omitted to be paid in settlement) reasonably incurred performed on behalf of the Company, any Member, or suffered by such person any direct or indirect subsidiary of the foregoing in connection therewith and with the business of the Company; or (ii) The fact that such indemnification shall continue Covered Person is or was acting in connection with the business of the Company as to a person who has ceased to be a partner, member, stockholder, controlling affiliate, manager, director, officer, employee or agent and shall inure to of the benefit Company, any Member, or any of his their respective controlling affiliates, or her heirsthat such Covered Person is or was serving at the request of the Company as a partner, executorsmember, administrators and personal representativesmanager, director, officer, employee or agent of any person or entity including the Company or any Company subsidiary; provided, however, thatthat such Covered Person acted in good faith and in a manner reasonably believed by such Covered Person to be in, except as provided in Section (B)(2) ----------------- of this Articleor not opposed to, the Corporation shall indemnify best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, in each case as determined (1) by a majority vote of all of the managers who are not parties or affiliates of parties to such person seeking indemnification action, suit or proceeding even though less than a quorum, or (2) if there are no such managers, or if such managers so direct, by independent legal counsel in a written opinion or (3) by the Member (unless the Member is a party or affiliate of a party to such action, suit or proceeding). In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a proceeding (plea of nolo contendere or part thereof) authorized by its equivalent, shall not, of itself, create a presumption that the board of directors Covered Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation. Company or, with respect to any criminal action or proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful. (c) The right to indemnification conferred in this section Company shall be a contract right and shall include the right to be paid by the Corporation pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation Company of an undertaking, by or on behalf of such director or officerindemnified person, to repay all amounts so advanced if it shall ultimately be determined that such director or officer indemnified person is not entitled to be indemnified under this section Article VII or otherwise. . (d) The Corporation may, by action provisions of its board this Section 7.02 shall continue to afford protection to each Covered Person regardless of directors, provide whether such Covered Person remains in the position or capacity pursuant to which such Covered Person became entitled to indemnification under this Section 7.02 and shall inure to employees and agents the benefit of the Corporation with executors, administrators, legatees and distributees of such Covered Person. (e) Notwithstanding anything contained herein to the same scope contrary, any indemnity by the Company relating to the matters covered in this Section 7.02 shall be provided out of and effect as to the foregoing indemnification extent of directors Company assets only, and officersno Member (unless such Member otherwise agrees in writing) shall have personal liability on account thereof or shall be required to make additional capital contributions to help satisfy such indemnity by the Company. (f) If this Section 7.02 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Covered Person pursuant to this Section 7.02 to the fullest extent permitted by any applicable portion of this Section 7.02 that shall not have been invalidated and to the fullest extent permitted by applicable law. (g) As used herein, the term “Covered Person” shall mean each manager, officer, employee, agent or representative of the Company.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representativerepresentative is or was or has agreed to become a director or an officer of the Corporation or, while serving as a director or officer, is or was a director serving or officer of the Corporation or is or was serving has agreed to serve at the request of the Corporation as a director, officer, employee employee, agent or agent trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such proceeding is action alleged action to have been taken or omitted in an official capacity as a director, director or officer, employee or agent or in any other capacity while serving or having agreed to serve as a director, officer, employee employee, agent or agenttrustee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including including, without limitation, attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativestherewith; provided, however, that, except as provided in Section (B)(2d) ----------------- of this ArticleArticle SEVENTH with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board Board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersDirectors.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any actionThe Company shall indemnify and hold harmless, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized permitted by the Delaware General Corporation Law, applicable Law as the same it presently exists or may hereafter be amended (butamended, in the case of any such amendmentSeries A Director, the rights Investors and their respective Affiliates (other than the Company and its Subsidiaries) and direct and indirect partners (including partners of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendmentpartners and stockholders and members of partners), members, stockholders, managers, directors, officers, employees and agents and each Person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all expenselosses, liability claims, damages, liabilities and loss expenses (including reasonable attorneys' ’ fees), judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred sustained or suffered by any such Covered Person based upon, relating to, arising out of, or by reason of any third party or governmental claims relating to such Covered Person’s status as a stockholder or controlling person in connection therewith of the Company (including any and such indemnification shall continue as to a person who has ceased to be a directorall losses, officerclaims, employee damages or agent and shall inure liabilities under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the benefit registration, purchase, sale or ownership of his any equity securities of the Company or her heirsto any fiduciary obligation owed with respect thereto), executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification including in connection with any third party or governmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as a proceeding stockholder or controlling person, including claims alleging so-called control person liability or securities law liability (any such claim, a “Claim”), except to the extent such Claim is due to or part thereof) authorized by stems from the board of directors gross negligence, willful misconduct or fraud of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requiresSeries A Director, the payment of such expenses incurred by a director or officer Investors and their respective Affiliates (other than the Company and its Subsidiaries). Notwithstanding anything herein to the contrary, in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance no event shall the aggregate liability of the final disposition of a proceeding shall he made only upon delivery Company under this Article X exceed an amount equal to the Corporation of an undertaking, aggregate amount actually funded by or on behalf of such director or officer, Investors pursuant to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under the Purchase Agreement and this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents Agreement as of the Corporation with applicable date of determination, less an amount equal to (i) the same scope and effect number of shares of Series A Preferred Stock that the Company has redeemed pursuant to Section 7 of the Certificate of Designations as of the foregoing indemnification date of directors and officersdetermination multiplied by (ii) the Original Issue Price (as defined in the Certificate of Designations).

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any actionThe Corporation shall indemnify and hold harmless, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized permitted by the Delaware General Corporation Law, applicable law as the same it presently exists or may hereafter be amended amended, VoteCo, each Stockholder, its Affiliates and its direct and indirect partners (but, in the case including partners of any such amendment, the rights partners and stockholders and members of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendmentpartners), members, stockholders, managers, directors, officers, employees and agents and each Person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all expenselosses, liability claims, damages, liabilities and loss expenses (including reasonable attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred sustained or suffered by any such person Covered Person based upon, relating to, arising out of, or by reason of any third party or governmental claims relating to such Covered Person’s status as a Covered Person (including any and all losses, claims, damages or liabilities under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any Equity Securities of the Corporation or to any fiduciary obligation owed with respect thereto), including in connection therewith and such indemnification shall continue as with any third party or governmental action or claim relating to a person who has ceased any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as a directorstockholder or controlling person, officerincluding claims alleging so-called control person liability or securities law liability (any such claim, employee or agent and shall inure to a “Claim”). Notwithstanding the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, thatpreceding sentence, except as otherwise provided in Section (B)(2) ----------------- of this Article6.3, the Corporation shall be required to indemnify any such person seeking indemnification a Covered Person in connection with a proceeding Claim (or part thereof) commenced by such Covered Person only if the commencement of such Claim (or part thereof) by the Covered Person was authorized by the board Board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersDirectors.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this Article VI, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or shesuch Person, or a person for whom he or she Person of which such Person is the legal representative, is or was a director Member, a Manager or an Officer, the Tax Matters Representative or an officer or member of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or board of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agentSubsidiary, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation Lawapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys' fees, judgmentsexcise and similar taxes and punitive damages), fines, ERISA excise taxes or penalties settlements and amounts paid or to be paid in settlementreasonable expenses (including reasonable attorneys’ and experts’ fees) reasonably actually incurred or suffered by such person Person in connection therewith and with such Proceeding, appeal, inquiry or investigation (“Damages”), unless such Damages shall have been the result of gross negligence, fraud or willful misconduct by such Person, in which case such indemnification shall not cover such Damage to the extent resulting from such gross negligence, fraud or willful misconduct. Indemnification under this Article VI shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VI shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- repeal of this Article, Article VI shall have the Corporation shall indemnify effect of limiting or denying any such person seeking indemnification in connection rights with a proceeding (respect to actions taken or part thereof) authorized by the board of directors of the Corporation. The right Proceedings, appeals, inquiries or investigations arising prior to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; providedamendment, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director modification or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersrepeal.

Right to Indemnification. Each person who was or is made (a) Effective at and after the Closing, Seller hereby agrees to indemnify Buyer and Buyer Parent, and their respective Affiliates (including, effective after the Closing, the Company), directors, officers, agents, employees and representatives and their respective successors and assignees (each, a ------------------------ party or is threatened “Buyer Indemnified Party”) against, and agree to be made a party to or is involved hold each of them harmless from, any damage, loss, liability and expense (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses) (“Damages”) in connection with any action, suit suit, claim or proceedingother Proceeding (a “Claim”), whether civilinvolving a Third Party Claim or a Claim solely between the parties hereto (with the amount of such Damages determined without regard to any materiality qualification contained in any representation, criminal, administrative warranty or investigative (hereinafter a "Proceeding"covenant giving rise to the claim for indemnity hereunder), suffered, incurred or paid, by reason a Buyer Indemnified Party as a result of, in connection with or arising out of (A) the failure of any representation or warranty made by Seller in Article 3 of this Agreement or in any certificate or other writing delivered pursuant to Section 2.03(c) to be true and correct (each such failure of a representation or warranty to be true and correct, a “Warranty Breach”), (B) any failure of Seller or its Affiliates, which failure occurred prior to the Closing Date, to comply in any respect with any Product Warranty (each such failure, a “Product Warranty Breach”), (C) breach of covenant or agreement made or to be performed by Seller or the Company pursuant to this Agreement, or (D) the Excluded Liabilities; provided that: (i) Seller shall not be liable unless and until the aggregate amount of Damages exceeds US$115,000 (the “Deductible”), after which Seller shall only be liable for Damages in excess of the fact that he Deductible; (ii) Seller’s maximum aggregate liability arising under this Agreement (for the avoidance of doubt, not including any Ancillary Agreement), including in any certificate or sheother writing delivered pursuant to this Agreement (except for any Ancillary Agreement), or shall not exceed $1,560,000 in the aggregate (the “Maximum Indemnity Amount”) and any Buyer Indemnified Party seeking indemnification from Seller under this Agreement (for the avoidance of doubt, not including any Ancillary Agreement) shall first seek recovery from the funds in the Indemnity Escrow Account and, upon extinguishment of such funds, may thereafter seek indemnification directly from Seller up to the Maximum Indemnity Amount; (iii) Recovery for a person for whom he or she is Claim may only be made through the legal representative, is or was a director or officer one year anniversary of the Corporation or is or was serving at Closing Date, except to the request extent Buyer has validly served a Third Party Claim Notice and/or Officer’s Claim Certificate pursuant to Section 6.03 and, to the extent any funds remain in the Indemnity Escrow Account, the requirements of the Corporation as a directorEscrow Agreement, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide Claim prior to such amendment), against all expense, time; (iv) Seller shall have no liability in respect of any Warranty Breach arising from the representations and loss warranties contained in Section 3.23 (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlementEnvironmental Matters) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit extent such Warranty Breach is discovered as the result of his any environmental sampling or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, investigation by or on behalf of any Buyer Indemnified Party following the Closing, except in each case to the extent (A) required by any applicable Environmental Law or by an Order of a competent Governmental Authority issued without the request of any Buyer Indemnified Party or (B) such director sampling or officerinvestigation is initiated as a result of notice received by any Buyer Indemnified Party from third parties of, potential noncompliance with Environmental Laws in breach of Section 3.23; (v) Seller shall have no liability in respect of any Warranty Breach or any Product Warranty Breach if the Claim relates to a defective or faulty component, including Software, supplied by a third party to Buyer after Closing, even if such third party supplier or the supplied component or Software was designated in the Transferred Documentation by Seller; and (vi) Seller shall have no liability in respect of any Warranty Breach or any Product Warranty Breach to the extent such Claim results from a change, modification, repurposing or other alteration by Buyer or its Affiliates of a Business Product after Closing. (b) Notwithstanding anything herein to the contrary, the following Claims (collectively, the “Specified Claims”) shall not be subject to the limitations under Section 6.02(a)(i)-(iv): Claims under Section 5.03 (Tax Indemnification); any Excluded Liabilities; any Product Warranty Breaches; any breach of Seller’s obligation to transfer the Other Business Assets pursuant to Section 2.02 and Section 7.12; any breach of Seller’s obligations under Section 7.11(b); any Warranty Breach of Section 3.14(c); any inaccuracy on the Closing Officer’s Certificate as to the amount of the VAT Adjustment, the amount of Cash and Cash Equivalents of the Company at Closing, or the amount of Excess Incentive Obligations, if any; any inaccuracy on the Closing Officer’s Certificate as to the satisfaction of Section 8.02(a), to repay the extent related to a Specified Representation; any failure to deliver the items of inventory included on the Inventory Schedule; the amount of the Closing Asset Transfer Fees and Expenses; and any Warranty Breaches of the Specified Representations. Any breach of Section 3.07 (No Subsidiaries), to the extent any of the Specified Representations would have been breached had such Specified Representation covered the Company’s Subsidiaries in addition to the Company, shall be treated as a breach of the applicable Specified Representation. (c) Nothing in this Article 6 shall limit Buyer’s rights in relation to any Claims arising from fraud or misrepresentation with the intent to deceive on the part of Seller. (d) The indemnification provisions contained in this Article 6 shall provide the sole and exclusive remedy at and following the Closing as to all amounts so advanced if Damages that any Buyer Indemnified Party may incur under this Agreement (for the avoidance of doubt, excluding Damages incurred under any Ancillary Agreement), including in any certificate or other writing delivered pursuant to this Agreement (except for any Ancillary Agreement), except with respect to Damages for Specified Claims. Nothing in this Article 6 or elsewhere in this Agreement, however, shall affect the parties’ rights to specific performance or other equitable remedies with respect to the covenants and agreements referred to in this Agreement or to be performed after the Closing. (e) The amount of any Damages that are subject to indemnification by Seller under this Article 6 shall be reduced by the amount by which (a) the amount recovered by the Buyer Indemnified Parties under insurance policies or other third party collateral sources with respect to such Damages exceeds (b) the amount of expenses incurred by such Buyer Indemnified Parties in procuring such recovery, including legal fees and expenses, and any prospective or increased premiums or costs as a result of such claim for which insurance proceeds are received; it being understood that each of the Buyer Indemnified Parties shall ultimately have sole discretion to make or not to make claims under the insurance policies carried by such Buyer Indemnified Party. (f) Notwithstanding anything herein to the contrary, the Buyer Indemnified Parties shall not be determined that such director or officer is not entitled to recover any Damages more than once and recovery by the Company shall be indemnified under this section or otherwise. The Corporation may, deemed to be recovery by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersBuyer Indemnified Parties.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or, if a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee director or agent officer and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, that except as provided in Section (B)(2) ----------------- of this Articleparagraph B hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board Board of directors Directors of the Corporation. The right to indemnification conferred in this section Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board Board of directorsDirectors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this Article VII, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director Unitholder, Manager or officer of the Corporation Officer, or while a Unitholder, Manager or Officer is or was serving at the request of the Corporation Company as a manager, director, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, enterprise shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists exist or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this Article VII shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VII shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and repeal of this Article VII shall inure have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as indemnification provided in Section (B)(2) ----------------- this Article VII could involve indemnification for negligence or under theories of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person who was or is made a ------------------------ party or ------------------------ is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), ) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation corporation or, while a director or officer of the corporation, is or was serving at the request of the Corporation corporation as a director, officer, employee or agent of another corporation (including any subsidiary of the corporation) or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation corporation to provide for broader indemnification rights than said law permitted as of the Corporation to provide prior to such amendmentdate this First Restated Certificate of Incorporation is filed with the State of Delaware), against all expense, liability and loss (including attorneys' attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her the indemnitee's heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, that except as provided in Section (B)(2) ----------------- of this Article11.3 below, with respect to proceedings to enforce rights to indemnification, the Corporation corporation shall indemnify any such person seeking indemnification indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section Section 11.2 shall be a contract right and shall include the right obligation of the corporation to be paid by the Corporation pay the expenses incurred in defending any such proceeding in advance of its final dispositiondisposition (an "advance of expenses"); provided, however, that, that if and to the Delaware General Corporation Law ----------------- extent that the Board requires, the payment an advance of such expenses incurred by a director or officer an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officerindemnitee, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he be made only upon delivery to the Corporation corporation of an undertaking (an "undertaking"), by or on behalf of such director or officerindemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such director or officer indemnitee is not entitled to be indemnified for such expenses under this section Section 11.2 or otherwise. The Corporation corporation may, by action of its board of directorsBoard, provide indemnification to employees and agents of the Corporation corporation with the same or lesser scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. (a) Each person who was or is made a ------------------------ party or is threatened to be made a party to to, or was or is otherwise involved in in, any action, suit suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed proceeding, whether brought by or in the right of the Corporation or otherwise, including any and all appeals, whether of a civil, criminal, administrative administrative, legislative, investigative or investigative other nature (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or an officer of the Corporation or while a director or an officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee employee, agent or agent trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), whether the basis or by reason of such proceeding is alleged action in an official capacity as a director, officer, employee anything done or agent not done by him or her in any other capacity while serving as a director, officer, employee or agentsuch capacity, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)amended, against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA XXXXX excise taxes or taxes, penalties and amounts paid in settlement by or to be paid in settlementon behalf of the indemnitee) actually and reasonably incurred or suffered by such person indemnitee in connection therewith therewith, all on the terms and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativesconditions set forth in these Bylaws; provided, however, that, except as otherwise required by law or provided in Section (B)(2) ----------------- of 6.4 with respect to suits to enforce rights under this ArticleArticle VI, the Corporation shall indemnify any such person seeking indemnification indemnitee in connection with a proceeding (proceeding, or part thereof, voluntarily initiated by such indemnitee (including claims and counterclaims, whether such counterclaims are asserted by such indemnitee or the Corporation in a proceeding initiated by such indemnitee) only if such proceeding, or part thereof, was authorized or ratified by the Board of Directors or the Board of Directors otherwise determines that indemnification or advancement of expenses is appropriate. (b) To receive indemnification under this Article VI, an indemnitee shall submit a written request to the Secretary (or other officer designated by the Board) of the Corporation. Such request shall include documentation or information that is necessary to determine the entitlement of the indemnitee to indemnification and that is reasonably available to the indemnitee. Upon receipt by the Secretary (or other officer designated by the Board) of the Corporation of such a written request, unless indemnification is required by Section 6.3, the entitlement of the indemnitee to indemnification shall be determined by the following person or persons who shall be empowered to make such determination, as selected by the Board of Directors (except with respect to clause (v) of this Section 6.1(b)): (i) the Board of Directors by a majority vote of the directors who are not parties to such proceeding, whether or not such majority constitutes a quorum; (ii) a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the indemnitee; (iv) the stockholders of the Corporation; or (v) in the event that a change of control (as defined below) has occurred, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the indemnitee. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Corporation not later than 60 days after receipt by the Secretary (or other officer designated by the Board) of the Corporation of a written request for indemnification. For purposes of this Section 6.1(b), a “change of control” will be deemed to have occurred if, with respect to any particular 24-month period, the individuals who, at the beginning of such 24-month period, constituted the Board of Directors (the “incumbent board”), cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the beginning of such 24-month period whose election, or nomination for election by the stockholders of the Corporation, was approved by a vote of at least a majority of the directors then comprising the incumbent board shall be considered as though such individual were a member of the incumbent board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors. (c) Any reference to an officer of the Corporation in this Article VI shall be deemed to refer exclusively to the Chief Executive Officer, the Secretary and any officer of the Corporation (1) appointed by the Board of Directors pursuant to Section 5.1 or (2) designated by the Board of Directors as such for purposes of Section 16 of the Exchange Act, and any reference to an officer of any other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other enterprise pursuant to the Corporationcertificate of incorporation and bylaws (or equivalent organizational documents) of such other enterprise. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending fact that any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director person who is or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with or an employee of any other enterprise has been given or has used the same scope and effect as title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be an officer of the foregoing indemnification Corporation or of directors and officerssuch other enterprise shall not, by itself, result in such person being constituted as, or being deemed to be, an officer of the Corporation or of such other enterprise for purposes of this Article VI.

Right to Indemnification. Each The Corporation, to the fullest extent permitted or required by Delaware General Corporation Law or other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), shall indemnify and hold harmless any person who is or was a director or officer of the Corporation and who is made or was involved in any manner (including, without limitation, as a ------------------------ party or a witness) or is threatened to be made a party to or is so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter including, without limitation, any action, suit or proceedings by or in the right of the Corporation to procure a judgment in its favor) (a "Proceeding"), ) by reason of the fact that he or she, or a such person for whom he or she is the legal representative, is or was a director director, officer, employee or officer agent of the Corporation Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a corporation, partnership, joint venture, trust or other enterpriseenterprise (including, including service with respect to without limitation, any employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as plan) (a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), "Covered Entity") against all expense, liability and loss expenses (including attorneys' fees), judgments, fines, ERISA excise taxes or penalties fines and amounts paid or to be paid in settlement) settlement actually and reasonably incurred or suffered by such person in connection therewith and with such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativesProceeding; provided, however, that, except that the foregoing shall not apply to a director or officer of the Corporation with respect to a Proceeding that was commenced by such director or officer unless the proceeding was commenced after a Change in Control (as hereinafter defined in Section 4(e) of this Article). Any director or officer of the Corporation entitled to indemnification as provided in this Section (B)(2) ----------------- 1 is hereinafter called an "Indemnitee". Any right of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right an Indemnitee to indemnification conferred in this section shall be a contract right and shall include the right to be paid by receive, prior to the Corporation the expenses incurred in defending conclusion of any such proceeding in advance of its final disposition; providedProceeding, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such any expenses incurred by a director or officer the Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by connection with such person while a director or officerproceeding, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation consistent with the same scope provisions of applicable law as then in effect and effect as the foregoing indemnification other provisions of directors and officersthis Article.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving as a director, officer, employee director or agent, officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, that except as provided in Section paragraph (B)(22) ----------------- of this ArticleSection B with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board Board of directors Directors of the Corporation. The right to indemnification conferred in this section Section B shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, that if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an any employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section Section B or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened The Company hereby agrees to be made a party to or is involved in indemnify and hold harmless any action, suit or proceeding, whether civil, criminal, administrative or investigative Person (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in each an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation “Indemnified Person”) to the fullest extent authorized by permitted under the Delaware General Corporation LawAct, as the same now exists or may hereafter be amended amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding extent that such amendment unless such amendment amendment, substitution or replacement permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation to provide Company is providing immediately prior to such amendment), against all expenseexpenses, liability liabilities and loss losses (including attorneys' attorney fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlementpenalties) reasonably incurred or suffered by such person in connection therewith and Person (or one or more of such indemnification shall continue Person’s Affiliates) by reason of the fact that such Person is or was a Member or is or was serving as to a person who has ceased to be Manager or Officer or is or was serving at the request of the Company as a directormanaging member, manager, officer, employee director, principal or agent member of another corporation, partnership, joint venture, limited liability company, trust or other enterprise if, in each case, and shall inure unless otherwise determined by the Manager in good faith, such Indemnified Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the benefit best interests of his the Company or her heirsof such corporation, executorspartnership, administrators and personal representativesjoint venture, limited liability company, trust or other enterprise, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Person’s conduct was unlawful; providedprovided that (A) unless the Manager otherwise determines, howeverno Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Person or with respect to a proceeding between such Person or such Person’s Affiliates (excluding, that, except as provided in Section (B)(2) ----------------- of this Articlefor purposes hereof, the Corporation shall indemnify Company’s Member or any such person seeking indemnification in connection with a proceeding of its subsidiaries) on the one hand and the Company or any of its subsidiaries on the other; and (or part thereofB) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section no Person shall be a contract right indemnified for any expenses, liabilities and shall include the right losses suffered that are attributable to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of Person’s or its final disposition; providedAffiliates’ (excluding, however, that, if the Delaware General Corporation Law ----------------- requiresfor purposes hereof, the payment Company’s Member’s and its subsidiaries’) present or future breaches of any representations, warranties or covenants by such expenses incurred by a director Indemnified Person or officer in his its Affiliates (excluding, for purposes hereof, the Company’s Member and its subsidiaries), employees, agents or her capacity as a director representatives contained herein or officer (and not in any other capacity agreement with the Company’s Member or any of its subsidiaries (in which service was or is rendered by such person while a director or officerthe case of the Founders, including, without limitation, service to an employee benefit plan) the Acquisition Agreement, the Contribution Agreement, such Founder’s employment agreement with the Company and any other agreement entered into between a Founder and the Company’s Member or any of its subsidiaries). Expenses, including attorneys’ fees and expenses, incurred by any such Indemnified Person in defending a proceeding shall be paid by the Company as incurred in advance of the final disposition of a proceeding shall he made only such proceeding, including any appeal therefrom, upon delivery to the Corporation receipt of an undertaking, undertaking by or on behalf of such director or officer, Indemnified Person to repay all amounts so advanced such amount if it shall ultimately be determined that such director or officer Indemnified Person is not entitled to be indemnified under this section or otherwiseby the Company. The Corporation mayrights granted pursuant to this Article IV shall be deemed contract rights, by action and no amendment, modification or repeal of its board this Article IV shall have the effect of directorslimiting or denying any such rights with respect to actions taken or proceedings arising prior to any amendment, provide modification or repeal. It is expressly acknowledged that the indemnification to employees and agents provided in this Article IV could involve indemnification for negligence or under theories of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened Notwithstanding anything herein to the contrary, Seller shall not be made a party obligated to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative indemnify Parent and Buyer under this Article 10 unless the aggregate of all Damages to Parent and Buyer collectively exceed Twenty-Five Thousand Dollars (hereinafter a "Proceeding"$25,000) (the “Seller’s Basket”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprisein which case Parent and Buyer shall be entitled to recover all Damages, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation amount equal to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativesSeller’s Basket; provided, however, that, except as provided that the Seller’s Basket shall not apply to any Damages relating to Taxes. The maximum aggregate liability of Seller for indemnification payable under this Agreement shall not exceed the payments and consideration that Seller is entitled to receive from Buyer in Section (B)(2) ----------------- accordance with terms and conditions of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officerAgreement, including, without limitation, service the closing cash payment of $1,000,000 (minus any Liabilities that Seller identifies in Schedule 7.10 as being satisfied and discharged with such closing cash payment on the Closing Date), the Milestone Payment, the royalties payable to an employee benefit planSeller pursuant to Section 2.3 of this Agreement and the Warrant(s) in advance (or other consideration) issuable to Seller pursuant to Section 2.4 of this Agreement; provided, however, that nothing shall limit Buyer or Parent’s respective rights to a temporary restraining order or preliminary or permanent injunctive relief to enjoin any breach or threatened breach hereof. The right to indemnification, payment of Damages or other remedy based on the representations, warranties, covenants and obligations of the final disposition Indemnitor contained herein will not be affected by any investigation or diligence conducted by the Indemnitee with respect to, or any knowledge acquired (or capable of a proceeding shall he made only upon being acquired) by the Indemnitor, at any time whether before or after the executed and delivery of this Agreement or the Closing Date, with respect to the Corporation accuracy or inaccuracy of an undertakingor compliance with, any such representation, warranty, covenant or obligation. In determining the amount of any indemnity, there shall be taken into account any insurance proceeds or other similar recovery or offset realized, directly or indirectly, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled the party to be indemnified under this section indemnified. In no event shall any Tax benefit obtained or otherwise. The Corporation mayobtainable by the Indemnitee be taken into account in determining the amount of Damages, and all Damages shall be increased to take account of any Tax cost incurred by action the Indemnitee arising from receipt or accrual of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersindemnity payments (grossed up for such increase).

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this ARTICLE V, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director Member or officer of the Corporation Company or while a Member or officer of the Company is or was serving at the request of the Corporation Company as a director, officer, employee employee, partner, member, manager, trustee, fiduciary or agent of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust venture or other entity or enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall may be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)amended, against all expense, liability and loss (including attorneys' attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person Person in connection therewith with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V shall continue as to a person Person who has ceased to be a directorserve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, officer, employee or agent and shall inure such rights granted pursuant to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section ARTICLE V shall be a contract right right, and no amendment, modification or repeal of this ARTICLE V shall include the right to be paid by the Corporation the expenses incurred in defending adversely affect such rights of any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director Member or officer in his respect of any act, omission or her capacity as a director condition existing or officer (and not in any other capacity in which service was event or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery circumstance occurring prior to the Corporation of an undertaking, by or on behalf time of such director amendment, repeal or officer, to repay all amounts so advanced if it shall ultimately be determined modification. It is expressly acknowledged that such director the indemnification provided in this ARTICLE V could involve indemnification for negligence or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action theories of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person The Company shall indemnify, hold harmless, reimburse and pay to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, Ares, each Stockholder (other than Oaktree) and its respective Affiliates (other than the Company and its Subsidiaries) and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, managers, directors, officers, employees and agents and each Person who was controls any of them within the meaning of Section 15 of the Securities Act or is made a ------------------------ Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities, expenses (including the cost of investigation and defense and reasonable attorneys’ fees and expenses), judgments, penalties, fines and amounts paid in settlement (including interest, assessments and other charges paid or payable in connection with or in respect of such losses, claims, damages, liabilities, expenses, judgments, penalties, fines and amounts paid in settlement) (collectively, “Losses”) sustained or suffered by any such Covered Person based upon, relating to, arising out of, or by reason of any third party or is threatened governmental claims actions, suits, proceedings, whether civil, criminal, administrative or investigative, relating to be made such Covered Person’s status as a stockholder or controlling person of the Company (including any and all losses, claims, damages or liabilities under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any equity securities of the Company or to any fiduciary obligation or other duty owed (or purportedly owed) by any Covered Person in its capacity as such), including in connection with any third party to or is involved in any governmental claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding")investigative, relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation any Covered Person as a director, officer, employee stockholder or agent of another corporation or of a partnership, joint venture, trust or other enterprisecontrolling person, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee claims alleging so-called control person liability or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended securities law liability (but, in the case of any such amendmentclaim, action, suit or proceeding, a “Claim”). For the rights avoidance of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)doubt, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlementi) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification rights shall not apply to Oaktree and (ii) Oaktree shall remain entitled to the indemnification provisions set forth in Article VI of directors and officersthe August 2019 XXX.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article IX, each person or entity (“Person”) who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director an officer or officer Manager of the Corporation Company or, while an officer or Manager of the Company, is or was serving at the request of the Corporation Company as a manager, director, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized by the Delaware General Corporation Lawpermitted under applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment)) against judgments, against all expense, liability and loss (including attorneys' fees, judgmentspenalties, fines, ERISA excise taxes or penalties settlements and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section reasonable expenses (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service reasonable attorneys’ fees) actually incurred by such Person in connection with such Proceeding; provided that (a) such Person’s course of conduct was pursued in good faith and believed by him to an employee benefit plan) be in advance the best interests of the final disposition Company and (b) such course of a proceeding shall he made only upon delivery to conduct did not constitute gross negligence, intentional misconduct, or knowing violation of law on the Corporation of an undertaking, by or on behalf part of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified Person and otherwise was materially in accordance with the terms of this Agreement and the Unitholders Agreement. Indemnification under this section or otherwiseArticle IX shall continue with respect to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The Corporation mayrights granted pursuant to this Article IX shall be deemed contractual rights, by action and no amendment, modification or repeal of its board this Article IX shall have the effect of directorslimiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, provide modification or repeal. It is expressly acknowledged that the indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing provided in this Article IX could involve indemnification of directors and officersfor negligence other than gross negligence.

Right to Indemnification. Each person who was (a) To the fullest extent permitted by applicable law, (i) any Member (in its, his or is made her capacity as a ------------------------ party Member) or is threatened any of its Affiliates, (ii) the Managers or (iii) any Persons authorized by the Managers (each individually, an “Indemnified Party”) shall be entitled to be made a party to indemnification from the Company for any and all losses, liabilities, damages, assessments, fines, judgments, costs and expenses, including reasonable attorney’s fees (collectively, “Indemnification Losses”) incurred by such Indemnified Party by reason of any act or is involved omission of such Indemnified Party arising from the performance of such Indemnified Party’s obligations or duties under this Agreement, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), proceeding to which any such Indemnified Party may hereafter be made party by reason of the fact that he being or shehaving been a Member, Manager, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent Person authorized by the Delaware General Corporation LawManagers in such capacity, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if any Indemnification Loss arises out of any action or inaction of an Indemnified Person, indemnification under this Section 9.1 will be available only if the Delaware General Corporation action or inaction did not constitute fraud, gross negligence, willful misconduct or knowing violation of applicable Law ----------------- requires, or an intentional breach of this Agreement by the payment of such expenses Indemnified Party. (b) Expenses incurred by any Person entitled to indemnification pursuant to this Section 9.1 in defending a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered proceeding shall be paid by such person while a director or officer, including, without limitation, service to an employee benefit plan) the Company in advance of the final disposition of a such proceeding shall he made only upon delivery subject to the Corporation provisions of an undertaking, any applicable law; provided such expenses shall be required to be repaid to the Company in the event the aforementioned losses are determined by a court of competent jurisdiction to have resulted from actions or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer omissions for which the Company is not entitled required to be indemnified under indemnify such Person pursuant to this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersSection 9.1.

Right to Indemnification. (A) Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation Corporation, or is serves, in any capacity, any corporation, partnership or was serving at the request of other entity in which the Corporation as has a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust partnership or other enterpriseinterest, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executorsexecutors and administrators, administrators and personal representatives(B) the Corporation shall indemnify and hold harmless in such manner any person designated by the Board, or any committee thereof, as a person subject to this indemnification provision, and who was or is made a party or is threatened to be made a party to a proceeding by reason of the fact that he, she or a person of whom he or she is the legal representative, is or was serving at the request of the Board of the Corporation as a director, officer, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise whether such request is made before or after the acts taken or allegedly taken or events occurring or allegedly occurring which give rise to such proceeding; provided, however, that, that except as provided in Section subsection (B)(2b)(ii) ----------------- of this ArticleSection, the Corporation shall indemnify any such person seeking indemnification pursuant to this subsection in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section herein shall be a contract right based upon an offer from the Corporation which shall be deemed to have been made to a person subject to subsection (b)(i)(A) on the date hereof and to a person subject to subsection (b)(i)(B) on the date designated by the Board, shall be deemed to be accepted by such person’s service or continued service as a director or officer of the Corporation for any period after the offer is made and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, that if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a the director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directorsthe Board, provide indemnification to employees and or agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawLaw of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section paragraph (B)(2b) ----------------- of this Articlehereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directorsthe Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each (a) The Company shall, to the fullest extent permitted by law, indemnify each Manager, the Member, any owner or principal of the Member, any person who was that is a director, officer, employee, agent or is made a ------------------------ party representative of the Member, and any other persons as the Member may reasonably designate from time to time (each, an "Indemnitee") from and against any and all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and costs), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or is threatened to be made a party to or is involved in any actionproceedings, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding")investigative, by reason that relate to the operations of the fact that he or sheCompany in which any Indemnitee may be involved, or is threatened to be involved, as a person for whom he party or she otherwise, unless it is the legal representative, is established that an act or was a director or officer omission of the Corporation Indemnitee was material to the matter giving rise to the claim, demand, action, suit or proceeding and (i) was committed in bad faith, (ii) was the result of active and deliberate dishonesty, or (iii) constituted gross negligence or willful misconduct or a willful breach of this Agreement or any other agreement to which such Indemnitee is or was serving at the request a party. Any indemnification pursuant to this Section 3.1 shall be made only out of the Corporation as a directorassets of the Company, officer, employee and the Member shall not be required to contribute or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation advance funds to the fullest extent authorized by Company to enable the Delaware General Corporation Law, as the same exists or may hereafter be amended Company to satisfy its obligations under this Section 3.1; (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlementb) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such Reasonable expenses incurred by an Indemnitee who is a director party to a proceeding shall be paid or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered reimbursed by such person while a director or officer, including, without limitation, service to an employee benefit plan) the Company in advance of the final disposition of the proceeding upon receipt by the Company of (i) a proceeding shall he made only upon delivery written affirmation by the Indemnitee of the Indemnitee's good faith belief that it is entitled to indemnification by the Corporation of an undertakingCompany pursuant to this Section 3.1 with respect to such expenses and proceeding, and (ii) a written undertaking by or on behalf of such director or officerthe Indemnitee, to and in favor of the Company, wherein the Indemnitee agrees to repay all amounts so advanced the amount if it shall ultimately be determined that such director or officer is adjudged not to have been entitled to be indemnified indemnification under this section or otherwise. Section 3.1; and (c) The Corporation mayprovisions of this Section 3.1 are for the benefit of each Indemnitee, by action its heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersany other persons.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving or having agreed to serve as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), ) against all cost or expense, liability and loss (including without limitation, attorneys' ’ fees, judgments, fines, damages, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof), other than a proceeding (or part thereof) brought under Section 3 of this Article VI, initiated by such person or his or her heirs, executors and administrators only if such proceeding (or part thereof) was authorized by the board of directors of the CorporationBoard. The right to indemnification conferred in this section Article VI shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- DGCL requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officerindemnified person, to repay all amounts so advanced if it shall ultimately be determined that such director or officer indemnified person is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawLaw of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her the indemnitee’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section subsection (B)(2b) ----------------- of this Articlehereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board Board of directors Directors of the Corporation. The right to indemnification conferred in this section Section 8 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; disposition (hereinafter an “advancement of expenses”), provided, however, that, if the Delaware General Corporation Law ----------------- of the State of Delaware requires, the payment an advancement of such expenses incurred by a director or officer an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officerindemnitee, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such director or officerindemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such director or officer indemnitee is not entitled to be indemnified for such expenses under this section Section 8 or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party to or is threatened to be made a party to or is involuntarily involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation Corporation, or is or was serving (during his or her tenure as director and/or officer) at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding Proceeding is an alleged action or inaction in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawLaw (or other applicable law), as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)amended, against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith with such Proceeding, and such indemnification rights shall continue as to a person who has ceased to be a director, officer, employee director or agent officer and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation administrators. Such director or officer shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include have the right to be paid by the Corporation the for expenses incurred in defending any such proceeding Proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- (or other applicable law) requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding any such Proceeding shall he be made only upon delivery to receipt by the Corporation of an undertaking, undertaking by or on behalf of such director or officer, officer to repay all amounts so advanced if it shall ultimately should be determined ultimately that such director he or officer she is not entitled to be indemnified under this section Article or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter hereinafter, a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter, an "Indemnitee"), whether the basis of such proceeding Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, agent shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendmentthereto), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person Indemnitee in connection therewith and such indemnification shall continue as to a person an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her the Indemnitee's heirs, executorsexecutors and administrators; PROVIDED, administrators and personal representatives; provided, howeverHOWEVER, that, except as provided in Section (B)(2) ----------------- 3 of this ArticleArticle IV with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification Indemnitee in connection with a proceeding Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the board Board of directors Directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person Subject to the limitations and conditions set forth in this Article XII, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a "Proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director Member, Manager or officer of the Corporation Company or while a Member, Manager or officer of the Company is or was serving at the request of the Corporation Company as a partner, director, officer, employee manager, member, venturer, proprietor, trustee, employee, agent, or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as enterprise (a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent"Covered Person"), shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this Section 12.1 shall continue as to a person Person who has ceased to serve in the capacity that initially entitled such Person to indemnity under this Section. Such actions covered by such indemnification shall include those brought by a Member or the Company. The rights granted pursuant to this Article XII shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and repeal of this Article XII shall inure have the effect of limiting or denying any such rights with respect to the benefit of his actions taken or her heirsProceedings arising prior to any such amendment, executors, administrators and personal representativesmodification or repeal. IT IS EXPRESSLY ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS ARTICLE XII COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY; provided, however, that, except as provided in Section (B)(2) ----------------- that notwithstanding the foregoing or any other provision of this ArticleAgreement, the Corporation Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents any Person in respect of any Disabling Conduct. The negative disposition of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Corporation with Covered Person acted in a manner contrary to the same scope and effect as the foregoing indemnification of directors and officersstandard set forth in this Section.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this Article IX, each Covered Person (regardless of such person’s capacity and regardless of whether another Covered Person is entitled to indemnification) who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter hereinafter, a "“Proceeding"”), by reason or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, in each case in connection with the activities of the fact that he Company or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, its Subsidiaries shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized by the Delaware General Corporation Lawpermitted under applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment)) against judgments, against all expense, liability and loss (including attorneys' fees, judgmentspenalties, fines, ERISA excise taxes or penalties settlements and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section reasonable expenses (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service attorneys’ fees) actually incurred by such Covered Person in connection with such Proceeding; provided that (a) such Covered Person’s course of conduct was pursued in good faith and believed by him to an employee benefit plan) be in advance the best interests of the final disposition Company and (b) such course of conduct did not constitute gross negligence, intentional misconduct, or knowing violation of law on the part of such Covered Person and otherwise was materially in accordance with the terms of this Agreement. Indemnification under this Article IX shall continue with respect to a proceeding Covered Person who has ceased to serve in the capacity which initially entitled such Covered Person to indemnity hereunder. The rights granted pursuant to this Article IX shall he made only upon delivery be deemed contractual rights, and no amendment, modification or repeal of this Article IX shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the Corporation of an undertakingindemnification provided in this Article IX could involve indemnification for negligence. Notwithstanding the foregoing, no indemnification pursuant to this Section 9.2 shall be available to any Covered Person with respect to its obligations incurred pursuant to any agreement other than this Agreement, including without limitation the other Transaction Documents, or with respect to any actions taken by or any such Person if such Person was acting on behalf of such director itself or officer, was not solely acting in the capacity that gave rise to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect status as the foregoing indemnification of directors and officersa Covered Person.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he or shesuch person, or a person for of whom he or she such person is the legal representative, is or was a director Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a directorDirector, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding Proceeding is alleged action in an official capacity as a directorDirector, officer, employee or agent or in any other capacity while serving as a directorDirector, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)amended, against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974, as in effect from time to time) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a directorDirector, officer, employee or agent and shall inure to the benefit of his or her such person’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section paragraph (B)(2b) ----------------- of this Articlehereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the board Board of directors of the CorporationDirectors. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation may pay the expenses incurred in defending any such proceeding Proceeding in advance of its final disposition; any advance payments to be paid by the Corporation within 20 calendar days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that, if to the Delaware General Corporation Law ----------------- extent the DGCL requires, the payment of such expenses incurred by a director Director or officer in his or her such person’s capacity as a director Director or officer (and not in any other capacity in which service was or is rendered by such person while a director Director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding Proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director Director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director Director or officer is not entitled to be indemnified under this section Section 7.02 or otherwise. The Corporation may, to the extent authorized from time to time by action the Board of Directors, grant rights to indemnification, and rights to have the Corporation pay the expenses incurred in defending any Proceeding in advance of its board of directorsfinal disposition, provide indemnification to employees and agents any employee or agent of the Corporation to the fullest extent of the provisions of this Article VII with respect to the same scope indemnification and effect as advancement of expenses of Directors and officers of the foregoing indemnification of directors and officersCorporation.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation corporation or is or was serving at the request of the Corporation corporation as a director, officer, employee director or agent officer of another corporation corporation, or as a controlling person of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, director or officer, employee or agent or in any other capacity while serving as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation corporation to provide broader indemnification rights than said law Law permitted the Corporation corporation to provide prior to such amendment), ) against all expenseexpenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee director or agent officer and shall inure to the benefit of his or her heirs, executorsexecutors and administrators; provided , administrators and personal representatives; providedhowever , however, that, that except as provided in Section (B)(2) ----------------- 7.2 of this ArticleArticle VII, the Corporation corporation shall indemnify any such person seeking indemnification indemnity in connection with a proceeding (or part thereof) initiated by such person only if (a) such indemnification is expressly required to be made by law, (b) the proceeding (or part thereof) was authorized by the board Board of directors Directors of the Corporation. The corporation, (c) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Delaware General Corporation Law, or (d) the proceeding (or part thereof) is brought to establish or enforce a right to indemnification conferred in this section or advancement under an indemnity agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law. The rights hereunder shall be a contract right rights and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; providedprovided , howeverhowever , that, if the Delaware General Corporation Law ----------------- requires, that the payment of such expenses incurred by a director or officer of the corporation in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered tendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding such proceeding, shall he be made only upon delivery to the Corporation corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately should be determined ultimately by final judicial decision from which there is no further right to appeal that such director or officer is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person Person who was or was, is made a ------------------------ party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereinafter a "Proceeding"), by reason of the fact that he is or shewas the Manager, or a person for whom he manager, officer, employee, agent or she is the legal representative, is or was a director or officer Affiliate of the Corporation Manager or the Company or, that being or having been the Manager, or a manager, officer, employee, agent or Affiliate of the Manager or the Company, s/he is or was serving at the request of the Corporation Company as a officer, director, officermanager, partner, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust trust, employee benefit plan or other enterpriseenterprise in which the Company has an interest, including service with respect but not limited to employee benefit plansa Special Purpose Entity (an "Indemnitee"), whether the basis of such the proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a such officer, director, officermanager, member, partner, trustee, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawCompany against all losses, as the same exists claims, damages (compensatory, exemplary, punitive or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendmentotherwise), against all expense, liability liabilities and loss expenses (including attorneys' fees, costs, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlementsettlement and any other expense) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith with such Proceeding, and such indemnification shall continue as to a person an Indemnitee who has ceased to be the Manager or a manager, officer, employee, agent or Affiliate of the Manager or the Company or a director, officer, manager, member, partner, trustee, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise in which the Company has an interest, and shall inure to the benefit of his or her the Indemnitee's heirs, executors, administrators executors and personal representatives; provided, however, that, except administrators. Except as provided in Section (B)(28.2(d) ----------------- of this Articlewith respect to Proceedings seeking to enforce rights to indemnification, the Corporation Company shall indemnify any such person seeking indemnification Indemnitee in connection with a proceeding Proceeding (or any part thereofof such Proceeding) initiated by such Indemnitee only if a Proceeding (or such part) was authorized or ratified by the board of directors of the CorporationManager. The right to indemnification conferred in this section Section 8.2 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersright.

Right to Indemnification. Each person who was In connection with the Company's registration of Registrable Shares pursuant to this Agreement, the Company will indemnify and hold harmless each Holder (which for purposes of only this Section 10 includes such Holder's respective affiliates, partners, principals, officers, directors, managers, members, employees, independent contractors, agents, underwriters, representatives, and other similarly situated parties, and the successors, heirs and personal representatives of any of them) (collectively, the "Holder Indemnified Parties") from and against any and all losses, claims, damages, expenses or is made liabilities, joint or several, to which such Holder becomes subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, will reimburse each such Holder, if any, for any legal or other expenses reasonably incurred by such Holder in connection with investigating or defending any actions whether or not resulting in any liability, as incurred, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a ------------------------ party material fact contained in the registration statement, in any preliminary or is threatened amended preliminary prospectus or in the final prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be made a party stated therein or necessary in order to make the statements therein not misleading, or is involved in any action, suit violation by the Company of any rule or proceeding, whether civil, criminal, administrative regulation promulgated under the Securities Act or investigative (hereinafter a "Proceeding"), by reason any state securities laws applicable to the Company and relating to action or inaction required of the fact that he Company in connection with such registration, unless (a) such untrue statement or shealleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or amended preliminary prospectus or final prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder expressly for use therein, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended unless (but, b) in the case of any a sale directly by such amendmentHolder, the rights such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus copies of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior which were delivered to such amendment)Holder on a timely basis, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as Holder failed to deliver a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance copy of the final disposition of a proceeding shall he made only upon delivery or amended prospectus at or prior to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents confirmation for the sale of the Corporation with Registrable Shares to the same scope and effect as person asserting any such loss, claim, damage or liability in any case where such delivery is required by the foregoing indemnification of directors and officersSecurities Act.

Right to Indemnification. Each person (i) Subject to the limitations and conditions as provided in this Section 17, each of (A) any Person who is or was an affiliate of the Company, (B) any Person who is or was a member, manager, partner, equityholder, director, officer, fiduciary or trustee of the Company or any affiliate of the Company, (C) any Person who is or was serving at the express request of the Company or any affiliate of the Company as an officer, director, member, manager, partner, venturer, fiduciary, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic Person or other enterprise; provided, that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (D) any Specified Person (including in its capacity as a service provider to the Company or any of its direct or indirect subsidiaries), and (E) any Person the Board designates as an “Indemnitee” for purposes of this Agreement (each, an “Indemnitee”), in each case, who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director Member or officer an Indemnitee (including, for the avoidance of doubt, the Corporation role or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect position that qualified such Person to employee benefit plans, whether the basis of such proceeding is alleged action in be an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agentIndemnitee), shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended amended, but subject to the limitations expressly provided in this Agreement, against judgments, penalties (butincluding excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by such Indemnitee in connection with such Proceeding, and indemnification under this Section 17 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Indemnitee to indemnity hereunder; provided, that, except to the extent such Indemnitee is entitled to or receives exculpation pursuant to Section 17(a), no Indemnitee shall be indemnified for any Liability actually incurred by such Indemnitee that is attributable to (1) such Indemnitee’s or its affiliates’ (the term “affiliates” excluding, for purposes hereof, the Company’s and its direct or indirect subsidiaries) fraud, gross negligence, willful misconduct, intentional and material breach of this Agreement or any other agreement executed by such Indemnitee with the Company, or, in the case of a criminal matter, such Person having acted or failed to act with knowledge that such conduct was unlawful, in each case, as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected), (2) an Officer’s (other than any Specified Officer) or Manager’s (other than any Specified Manager) breach of fiduciary duties (other than those waived by this Agreement), (3) proceedings initiated by the Indemnitee or proceedings against the Company or any of its direct or indirect subsidiaries, (4) proceedings initiated by the Company or any of its direct or indirect subsidiaries against an employee, or (5) economic losses or tax obligations incurred by an Indemnitee as a result of owning Units. The rights granted pursuant to this Section 17 shall be deemed contract rights, and no amendment, modification or repeal of this Section 17 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the rights of indemnification provided hereby in this Section 17 could involve indemnification for negligence or under theories of strict liability. (ii) The indemnification provided by this Section 17(b) shall continue be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Managers, as theretofore notwithstanding such amendment unless such amendment permits a matter of law or otherwise, both as to actions in the Corporation Indemnitee’s capacity as an Indemnitee and as to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)actions in any other capacity, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person an Indemnitee who has ceased to be a director, officer, employee or agent serve in such capacity and shall inure to the benefit of his or her the heirs, executorssuccessors, assigns and administrators of the Indemnitee. (iii) An Indemnitee shall not be denied indemnification in whole or in part under this Section 17(b) because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise not prohibited by the terms of this Agreement. (iv) If an Indemnitee is entitled to advances or indemnification by a direct or indirect subsidiary of the Company with respect to a matter for which such Indemnitee is entitled to seek advances or indemnification under Section 17(b), then the Company’s obligations to advance or indemnify hereunder shall be secondary to such subsidiary’s obligations to advance or indemnify and personal representatives; providedsuch subsidiary shall have no right to contribution from the Company with respect to such advances or indemnifications. If an affiliate of the Company (other than a direct or indirect subsidiary of the Company) advances expenses to or indemnifies an Indemnitee with respect to a matter for which such Indemnitee was entitled to seek advances or indemnification under Section 17(b), however, that, except then the Company’s obligations to indemnify hereunder shall include reimbursement of such affiliate and such affiliate shall be deemed an Indemnitee hereunder for purposes of its entitlement to such reimbursement. Except as provided in Section (B)(2) ----------------- the immediately preceding sentence, the provisions of this ArticleSection 17(b) are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the Corporation benefit of any other Persons. (v) No amendment, modification or repeal of this Section 17(b) or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such person seeking indemnification Indemnitee under and in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation accordance with the same scope and provisions of this Section 17(b) as in effect as the foregoing indemnification immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of directors and officerswhen such claims may arise or be asserted.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this Section 5.4, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any actionthreatened, suit pending or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "completed Proceeding"), by reason of the fact that he or shesuch Person, or a person for whom he or she Person of which such Person is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agentMember, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation Lawapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys' fees, judgmentsexcise and similar taxes and punitive damages), fines, ERISA excise taxes or penalties settlements and amounts paid or to be paid in settlementreasonable expenses (including, without limitation, reasonable attorneys’ and experts’ fees) reasonably actually incurred or suffered by such person Person in connection therewith and with such indemnification shall continue as to Proceeding, appeal, inquiry or investigation (each a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives“Loss”); provided, however, that, except (i) if such Loss shall have been the result of gross negligence, fraud or intentional misconduct by such Person, such indemnification shall not cover such Loss to the extent resulting from such gross negligence, fraud or intentional misconduct, and (ii) the Company shall not be obligated to indemnify such Person (x) with respect to any claim, action or proceeding initiated by or brought voluntarily by such Person and not by way of defense or (y) for amounts paid in settlement of an action effected without the prior written consent of the Managing Member to such settlement, which consent shall not be unreasonably withheld. Indemnification under this Section 5.4 shall continue as provided to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section (B)(2) ----------------- 5.4 shall be deemed contract rights, and no amendment, modification or repeal of this Article, Section 5.4 shall have the Corporation shall indemnify effect of limiting or denying any such person seeking indemnification in connection rights with a proceeding (respect to actions taken or part thereof) authorized by the board of directors of the Corporation. The right Proceedings, appeals, inquiries or investigations arising prior to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance amendment, modification or repeal. For the avoidance of its final disposition; provideddoubt, however, that, if this Agreement shall not affect the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (indemnification and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery advancement rights provided pursuant to the Corporation Original LLC Agreement in favor of an undertaking, by any Person relating to Proceedings arising out of actions or on behalf omissions occurring in whole or in part prior to the effectiveness of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersAgreement.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this Article VII, each Person (an “Indemnified Person”) who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director Unitholder, Manager or officer of the Corporation Officer, or while a Unitholder, Manager or Officer is or was serving at the request of the Corporation LLC as a manager, director, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation LLC to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation LLC to provide broader indemnification rights than said law permitted the Corporation LLC to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably actually incurred or suffered by such person Indemnified Person in connection therewith with such Proceeding, and such indemnification under this Article VII shall continue as to a person an Indemnified Person who has ceased to serve in the capacity which initially entitled such Indemnified Person to indemnity hereunder. The rights granted pursuant to this Article VII shall be a directordeemed contract rights, officerand no amendment, employee modification or agent repeal of this Article VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VII could involve indemnification for negligence or under theories of strict liability. The Indemnified Persons are intended express third party beneficiaries of, and shall inure be entitled to enforce the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- provisions of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersArticle VII.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative otherwise (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, except as may be prohibited by applicable law, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendmentthereto), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her the indemnitee’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2subsection 2(c) ----------------- below of this ArticleArticle SEVENTH with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this Article VII, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director Unitholder, Manager, Officer or officer other employee of the Corporation LLC, or while a Unitholder, Manager, Officer or employee of the LLC is or was serving at the request of the Corporation LLC as a manager, director, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, enterprise shall be indemnified and held harmless by the Corporation LLC to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists exist or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation LLC to provide broader indemnification rights than said law permitted the Corporation LLC to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this Article VII shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VII shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and repeal of this Article VII shall inure have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as indemnification provided in Section (B)(2) ----------------- this Article VII could involve indemnification for negligence or under theories of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person The Company will indemnify each Person who was has been or is made a ------------------------ party or is threatened to be made a party to any threatened, pending or is involved in any completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative appellate (hereinafter a "Proceeding")regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that he or she, or a person for whom he or she is the legal representative, such Person is or was a director Member, Director or officer of the Corporation Company, or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent officer or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case comparable position of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)Other Enterprise, against all expenseliabilities and expenses, liability and loss (including attorneys' fees, judgments, finesamounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties penalties, fines and amounts paid or to be paid in settlement) other expenses, actually and reasonably incurred or suffered by such person Person in connection therewith and with such indemnification shall continue as to a person who has ceased to be a directoraction, officersuit or proceeding (including the investigation, employee defense, settlement or agent and shall inure to the benefit appeal of his such action, suit or her heirs, executors, administrators and personal representativesproceeding); provided, however, thatthat the Company will not be required to indemnify or advance expenses to any Person on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, except as provided in Section (B)(2) ----------------- of this Articledeliberately dishonest or willful misconduct; provided, further, that the Corporation shall Company will not be required to indemnify or advance expenses to any such person seeking indemnification Person in connection with a an action, suit or proceeding (initiated by such Person unless the initiation of such action, suit or part thereof) proceeding was authorized in advance by the board Board of directors Directors; provided, further, that a Director or officer will be indemnified hereunder only for those actions taken or omitted to be taken by such Director or officer in the discharge of such Director’s or officer’s obligations in connection with the management of the Corporationbusiness and affairs of the Company, AHGP or any Other Enterprise. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. The foregoing right to indemnification conferred in this section shall be a contract right will apply to all Persons serving as Directors or officers and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity all Persons who serve as a director representatives of the Company at any time or who serve at any time at the request of the Company as a director, officer (and not or in any other capacity in which service was comparable position of any Other Enterprise. Nothing herein prevents one or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance more of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by Members or on behalf of AHGP from indemnifying their respective representatives or directors or officers under such director Member’s or officer, to repay all amounts so advanced if it shall ultimately be determined that such director AHGP’s organizational documents or officer other agreements. If any Person is not entitled to be indemnified under this section indemnification both from the Company, from a Member or otherwise. The Corporation mayfrom AHGP, by action of its board of directorsthen indemnification would come first from AHGP, provide indemnification to employees then the Company and agents of thereafter from the Corporation with the same scope and effect as the foregoing indemnification of directors and officersMember.

Right to Indemnification. Each person who was or is made a ------------------------ party to or is threatened to be made a party to or is involuntarily involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“Proceeding"”), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation corporation or is or was serving (during such person’s tenure as director or officer) at the request of the Corporation as a directorcorporation, officerany other corporation, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plansenterprise in any capacity, whether the basis of such proceeding a Proceeding is an alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation corporation to the fullest extent authorized by the Delaware California General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation corporation to provide broader indemnification rights than said law permitted the Corporation corporation to provide prior to such amendment), against all expenseexpenses, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporationtherewith. The right to indemnification conferred in this section Section shall be a contract right and shall include the right to be paid by the Corporation corporation the expenses incurred in defending any such proceeding a Proceeding in advance of its final disposition; provided, however, that, if the Delaware California General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding Proceeding shall he be made only upon delivery to receipt by the Corporation corporation of an undertaking, undertaking by or on behalf of such director or officer, officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action No amendment to or repeal of its board of directors, provide this Section 5.05 shall apply to or have any effect on any right to indemnification provided hereunder with respect to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersany acts or omissions occurring prior to such amendment or repeal.

Right to Indemnification. Each person who was (a) Subject to Section 4.8, the Company will indemnify and hold harmless each Indemnified Person to the fullest extent permitted under the Delaware Act, as may be amended or is made a ------------------------ party replaced (but then only to the extent that such amendment or is replacement permits the Company to provide indemnification rights that are broader than those provided by the Company immediately before such amendment or replacement) against all Damages reasonably incurred by such Indemnified Person or such Indemnified Person’s Affiliates in the defense or investigation of any Proceeding threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of brought against the fact that he or she, or a person for whom he or she is the legal representative, Indemnified Person because such Indemnified Person is or was a director or officer of the Corporation Unitholder or is or was serving at the request of the Corporation as a directorManager, officer, employee employee, agent or agent representative of another corporation or of a partnershipthe Company or, joint ventureat the Company’s request, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a principal, equityholder, director, manager, officer, employee or employee, agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case representative of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes Company Group entity or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativesother Person; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, that the Corporation shall Company will not be obligated to indemnify any Indemnified Person (except to the extent such person seeking indemnification in connection with a proceeding Indemnified Person is entitled to or receives exculpation under Section 6.1) for (or part thereofi) authorized Damages incurred by the board Company, any other Company Group entity or any other Person, (ii) economic losses or Tax obligations incidental to the ownership of directors Units and/or other Equity Securities or (iii) any Damages attributable to (A) the reckless disregard, willful misconduct or knowing violation of Law or Order by such Indemnified Person or any of its Affiliates, (B) an officer’s (other than any EGI Manager or Ventas Manager serving in an officer capacity) breach of fiduciary duties or breach of such officer’s employment agreement with the Company Group, (C) any legal action or claim brought against the Company Group by or on behalf of the Corporation. The right Indemnified Person or any of the Indemnified Person’s Affiliates (other than an action or claim to indemnification conferred in enforce the Indemnified Person’s rights under this section shall be a contract right and shall include the right to be paid Agreement), (D) any legal action or claim brought against an employee by the Corporation the expenses incurred in defending Company Group, (E) any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, legal action by or on behalf of such director Indemnified Person or officerany of such Indemnified Person’s Affiliates challenging the validity or enforceability of this Agreement or any other written contract, agreement or understanding between such Indemnified Person and any Company Group entity, (F) such Indemnified Person’s commission of any felony or any crime involving moral turpitude, (G) such Indemnified Person’s exclusion from participation in any “federal health care program” as defined in 42 U.S.C. § 1320a-7b(f) (including Medicare, Medicaid, TRICARE and similar or successor programs with or for the benefit of any Government Authority) or (H) such Indemnified Person’s fraud, misappropriation or embezzlement with respect to repay all amounts so advanced if it shall ultimately any Company Group property. (b) Indemnification under this Section 6.2 is supplemental to any comparable rights that an Indemnified Person may have under any other agreement, pursuant to a vote of the Board, as a matter of law or otherwise, and will continue as to an Indemnified Person who has ceased to serve in such capacity and will inure to the benefit of such Indemnified Person’s heirs, successors, assigns and administrators. (c) An Indemnified Person will not be determined that denied indemnification under this Section 6.2 merely because the Indemnified Person had an interest in the transaction with respect to which the indemnification applies but such director or officer transaction is not entitled prohibited by this Agreement. (d) An amendment, modification or repeal of this Section 6.2 will not terminate, reduce or impair the right of any Indemnified Person to be indemnified under by the Company or the Company’s obligation to indemnify any Indemnified Person pursuant to this section Section 6.2 as in effect immediately before such amendment, modification or otherwise. The Corporation mayrepeal with respect to claims arising from or relating to events occurring or circumstances existing, by action in whole or in part, before such amendment, modification or repeal, regardless of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officerswhen such claims arise or are asserted.

Right to Indemnification. (a) Each person (hereinafter referred to as an “indemnitee”) who was or is made a ------------------------ party or is threatened to be made a party to to, or is otherwise involved in in, any action, suit suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any other actual, threatened or completed proceeding, including any and all appeals, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she (i) is or was an employee providing service to an employee benefit plan in which the Corporation or any of its subsidiaries or affiliates participates or is a person for whom he participating company or she is the legal representative, (ii) is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, director or officer (including elected or appointed positions that are equivalent to director or officer, employee or agent ) of another corporation or of a corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer (or equivalent) or in any other capacity while serving as a director, officer, employee director or agentofficer (or equivalent), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment)amended, against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA Employment Retirement Income Security Act of 1974 excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representativestherewith; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article7.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the board of directors Board. (b) To receive indemnification under this Section 7.1, an indemnitee shall submit a written request to the secretary of the Corporation. The right Such request shall include documentation or information that is necessary to determine the entitlement of the indemnitee to indemnification conferred in this section and that is reasonably available to the indemnitee. Upon receipt by the secretary of the Corporation of such a written request, the entitlement of the indemnitee to indemnification shall be determined by the following person or persons who shall be empowered to make such determination: (i) the Board by a contract right and majority vote of the directors who are not parties to such proceeding, whether or not such majority constitutes a quorum, (ii) a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum, (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall include be delivered to the right indemnitee, (iv) the stockholders of the Corporation or (v) in the event that a change of control (as defined below) has occurred, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the indemnitee. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Corporation not later than 60 days after receipt by the expenses incurred in defending secretary of the Corporation of a written request for indemnification. For purposes of this Section 7.1(b), a “change of control” will be deemed to have occurred if the individuals who, as of the effective date of these Bylaws, constitute the Board (the “incumbent board”) cease for any such proceeding in advance reason to constitute at least a majority of its final dispositionthe Board; provided, however, thatthat any individual becoming a director subsequent to such effective date whose election, if or nomination for election by the Delaware General Corporation Law ----------------- requiresstockholders of the Corporation, the payment of such expenses incurred was approved by a director or officer in his or her capacity vote of at least a majority of the directors then comprising the incumbent board shall be considered as though such individual were a member of the incumbent board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a director result of an actual or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery threatened election contest with respect to the Corporation election or removal of an undertaking, directors or other actual or threatened solicitation of proxies or consents by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of a person other than the Corporation with the same scope and effect as the foregoing indemnification of directors and officersBoard.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this SECTION 15, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (administrative, arbitrative hereinafter a "ProceedingPROCEEDING"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director Member, manager or officer of the Corporation Company, or while a member, manager or officer of the Company is or was serving at the request of the Corporation Company as a manager, director, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, enterprise shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists exist or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this SECTION 14 shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this SECTION 14 shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and repeal of this SECTION 14 shall inure have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as indemnification provided in Section (B)(2) ----------------- this SECTION 14 could involve indemnification for negligence or under theories of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person Subject to the limitations and conditions provided in this Article VIII, each Person who was or is made a ------------------------ party or is threatened to be made a party to any threatened, pending or is involved in any completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (any such proceeding, appeal, inquiry or investigation being hereinafter called a "“Proceeding"”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, such Person (a) is or was the Member or a director Director or officer is or was serving as an Officer of the Corporation Company or (b) while the Member or a Director or a Person serving as an Officer of the Company is or was serving at the written request of the Corporation Company as a manager, member, director, officer, employee partner, venturer, proprietor, trustee, employee, agent, or agent similar official or functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized that would be permitted by the Delaware General Corporation Law, Law of the State of Delaware (“DGCL”) as the same exists or may hereafter be amended (but, but in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding extent that such amendment unless such amendment permits the Corporation to provide provides broader indemnification rights than said law permitted were provided by the Corporation to provide DGCL prior to such amendment)) if the Company were a corporation organized under the DGCL and the Member or Director were a director of such a corporation and each such Officer were an officer of such a corporation, against all expensejudgments, liability and loss penalties (including attorneys' fees, judgmentsexcise and similar taxes and punitive damages), fines, ERISA excise taxes or penalties settlements and amounts paid or to be paid in settlementreasonable expenses (including, without limitation, attorneys’ fees) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this Article VIII shall continue as to a person Person who has ceased to be a director, officer, employee serve in the capacity which initially entitled such Person to indemnity hereunder with respect to actions or agent omissions prior to such cessation and shall inure to the benefit of his or her the heirs, executorsexecutors and administrators of such Person. The rights granted pursuant to this Article VIII shall be deemed contract rights, administrators and personal representatives; providedno amendment, howevermodification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions or omissions or Proceedings arising prior to any such amendment, that, except as modification or repeal. It is expressly acknowledged that the indemnification provided in Section (B)(2) ----------------- this Article VIII could involve indemnification for negligence or liabilities under theories of strict liability. Notwithstanding any other provision of this ArticleArticle VIII, the Corporation no Person shall indemnify be entitled to indemnification or advancement of expenses under this Article VIII with respect to any such person seeking indemnification in connection with a proceeding Proceeding (or part thereofany claim in any Proceeding) authorized initiated or made by such Person without the board of directors express prior approval of the CorporationBoard. The right Notwithstanding any other provision of this Article VIII, and in addition to the other limitations on indemnification under the DGCL incorporated herein as aforesaid, no Person shall be entitled to indemnification conferred in under this section shall be a contract right Article VIII against judgments, penalties, fines, settlements and shall include expenses to the right to be paid by extent they result from actions or omissions involving gross negligence or willful misconduct on the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment part of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersPerson.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened (a) The Company hereby agrees to be made a party to or is involved in indemnify and hold harmless any action, suit or proceeding, whether civil, criminal, administrative or investigative Person (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in each an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation “Indemnified Person”) to the fullest extent authorized by permitted under the Delaware General Corporation LawAct, as the same now exists or may hereafter be amended amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding extent that such amendment unless such amendment amendment, substitution or replacement permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation to provide Company is providing immediately prior to such amendment), against all expenseexpenses, liability liabilities and loss losses (including reasonable attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlementpenalties) reasonably incurred or suffered by such person Person (or one or more of such Person’s Affiliates) by reason of the fact that such Person (i) is or was a Member, (ii) is or was serving as the Managing Member, or (iii) in connection therewith the case of the Managing Member and such indemnification shall continue its Affiliates only, is or was serving as to a person who has ceased to be a an officer, principal, member, partner, employee or other agent of the Company or is or was serving at the request of the Company as the manager, officer, director, officerprincipal, member, partner, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise; provided that no Indemnified Person shall be indemnified for any expenses, liabilities and shall inure losses suffered that are attributable to such Indemnified Person’s or its Affiliates’ fraud or willful misconduct, or for any present or future breaches of any representations, warranties, agreements or covenants by such Indemnified Person or its Affiliates contained herein or in any other agreements with the Company. Subject to the benefit prior approval of his or her heirsthe Managing Member, executorsexpenses, administrators and personal representatives; providedincluding attorneys’ fees, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify incurred by any such person seeking indemnification Indemnified Person in connection with defending a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) Company in advance of the final disposition of a proceeding shall he made only such proceeding, including any appeal therefrom, upon delivery to the Corporation receipt of an undertaking, undertaking by or on behalf of such director or officer, Indemnified Person to repay all amounts so advanced such amount if it shall ultimately be determined that such director or officer Indemnified Person is not entitled to be indemnified by the Company. The Company may, at its expense, by notice to such Indemnified Person, assume the exclusive right to defend, compromise or settle any claim or proceeding with counsel selected by the Company; provided that such Indemnified Person shall have the right to participate in any such claim or proceeding and to employ counsel, at its own expense, it being understood, however, that the Company shall control such defense; provided, further that such Indemnified Person will not be bound by any compromise or settlement effected with respect to such claim or proceeding with respect to which it is indemnified hereunder without its consent, which consent shall not be unreasonably withheld, conditioned or delayed. Whether or not the Company shall have assumed the defense of a claim or proceeding, no Indemnified Person shall admit any liability with respect to, or settle, compromise or discharge, any claim or proceeding without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. (b) The Company hereby acknowledges that certain of the Indemnified Persons also have certain rights to indemnification, advancement of expenses and/or insurance provided by ACS and/or certain of its Affiliates and members (collectively, the “Fund Indemnitors”). The Company hereby agrees with respect to any indemnification, hold harmless obligation, expense advancement or reimbursement provision or any other similar obligation to an Indemnified Person under Section 7.03(a), (i) that it is the indemnitor of first resort (i.e., its obligations to the Indemnified Persons are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Indemnified Person is secondary), (ii) that it shall be required to advance the full amount of expenses incurred by any Indemnified Person and shall be liable for the full amount of all expenses, judgments, penalties, fines, and amounts paid in settlement to the extent legally permitted and as required by the terms of this section Agreement or any other agreement, as applicable, without regard to any rights any Indemnified Person may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any Indemnified Person with respect to any claim for which any Indemnified Person has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of any Indemnified Person against the Company. (c) The right to indemnification and the advancement of expenses conferred in this Section 7.03 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, by-law, approval of the Managing Member or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees Company agrees that the Indemnified Persons and agents the Fund Indemnitors are express third-party beneficiaries of the Corporation with terms of this Section 7.03. (d) The Company may maintain insurance, at its expense, to protect any Indemnified Person against any expense, liability or loss described in Section 7.03(a) whether or not the same scope Company would have the power to indemnify such Indemnified Person against such expense, liability or loss under the provisions of this Section 7.03. (e) Notwithstanding anything contained herein to the contrary (including in this Section 7.03), any indemnity by the Company relating to the matters covered in this Section 7.03 shall be provided out of and effect as to the foregoing indemnification extent of directors the Company assets only and officersno Member (unless such Member otherwise agrees in writing or is found in a final decision by a court of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof or shall be required to make additional Capital Contributions to help satisfy such indemnity of the Company. (f) If this Section 7.03 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 7.03 to the fullest extent permitted by any applicable portion of this Section 7.03 that shall not have been invalidated and to the fullest extent permitted by applicable law.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this Section VIII, each natural person, partnership, limited liability company, trust, estate, association, corporation custodian, nominee or any other individual or entity in its own or any representative capacity (“Person”) who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, proceeding whether civil, criminal, administrative or investigative arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or shesuch Person, or a person for whom he or she Person of which such Person is the legal representative, is or was a Member, manager, director or officer of the Corporation or is or was serving at the request of the Corporation as or, in each case, a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agentrepresentative thereof, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation Lawapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys' fees, judgmentsexcise and similar taxes and punitive damages), fines, ERISA excise taxes or penalties settlements and amounts paid or to be paid in settlementreasonable expenses (including, without limitation, reasonable attorneys’ and experts’ fees) reasonably actually incurred or suffered by such person Person in connection therewith and with such Proceeding, appeal, inquiry or investigation (each a “Loss”), unless (in the case of a director or officer) such Loss shall have been the result of gross negligence, fraud or intentional misconduct by such Person, in which case such indemnification shall not cover such Loss to the extent resulting from such gross negligence, fraud or intentional misconduct Indemnification under this Section VIII shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section VIII shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and repeal of this Section VIII shall inure have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals; inquiries or investigations arising prior to any amendment, modification or repeal. Notwithstanding anything in this Section 8.1 to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Articlecontrary, the Corporation indemnification provided by this Section 8.1 shall indemnify any only apply to Proceedings brought by third party claimants against such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; providedMember, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered Proceedings brought by the Company against such person while a Member; director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party to or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendmentthereto), against all expense, liability and loss (including including, without limitation, attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person indemnitee in connection therewith therewith, and such indemnification shall continue as with respect to a person an indemnitee who has ceased to be a director, officer, employee director or agent officer and shall inure to the benefit of his or her the indemnitee’s heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section paragraph (B)(2B) ----------------- of this Articlehereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding was authorized by the board Board of directors Directors of the Corporation. The right to indemnification conferred in this section Article IX shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final dispositiondisposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law ----------------- DGCL requires, the payment an advancement of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding indemnitee shall he be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such director or officerindemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such director or officer indemnitee is not entitled to be indemnified for such expenses under this section Article IX or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any actionThe Issuer shall indemnify and hold harmless, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized permitted by the Delaware General Corporation Law, applicable law as the same it presently exists or may hereafter be amended amended, each Shareholder, its Affiliates and its direct and indirect partners (but, in the case including partners of any such amendment, the rights partners and shareholders and members of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendmentpartners), members, shareholders, managers, directors, officers, employees and agents and each Person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all expenselosses, liability claims, damages, liabilities and loss expenses (including reasonable attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred sustained or suffered by any such Covered Person based upon, relating to, arising out of, or by reason of any third party or governmental claims relating to such Covered Person’s status as a shareholder or controlling person of the Issuer (including any and all losses, claims, damages or liabilities under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any Equity Securities of the Issuer or to any fiduciary obligation owed with respect thereto), including in connection therewith and such indemnification shall continue as with any third party or governmental action or claim relating to a person who has ceased any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as a directorshareholder or controlling person, officerincluding claims alleging so-called control person liability or securities law liability (any such claim, employee or agent and shall inure to a “Claim”). Notwithstanding the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, thatpreceding sentence, except as otherwise provided in Section (B)(2) ----------------- of this Article4.3, the Corporation Issuer shall be required to indemnify any such person seeking indemnification a Covered Person in connection with a proceeding Claim (or part thereof) commenced by such Covered Person only if the commencement of such Claim (or part thereof) by the Covered Person was authorized by the board Board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersDirectors.

Right to Indemnification. Each person Subject to the limitations and conditions as provided herein or by Laws, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director Member of the Company or Affiliate thereof or any of their respective representatives or an officer of the Corporation Company, or while such a Person is or was serving at the request of the Corporation Company as a director, officer, employee manager, partner, venturer, member, trustee, employee, agent or agent similar functionary of another corporation foreign or of a domestic general partnership, corporation, limited partnership, joint venture, trust limited liability company, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in enterprise (each an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent“Indemnitee”), shall be indemnified and held harmless by the Corporation Company to the extent such Proceeding or other above-described process relates to any such above-described relationships with, status with respect to, or representation of any such Person to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law Laws permitted the Corporation Company to provide prior to such amendment), against all expensejudgments, liability penalties (including excise and loss similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys' ’ and experts’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under this Article VI shall continue as to a person Person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such Person to indemnity hereunder for any and shall inure all liabilities and damages related to the benefit of his or her heirs, executors, administrators and personal representativesarising from such Person’s activities while acting in such capacity; provided, however, thatthat no Person shall be entitled to indemnification under this Section 6.1 if the Proceeding involves acts or omissions of such Person which constitute an intentional breach of this Agreement or gross negligence or willful misconduct on the part of such Person. The rights granted pursuant to this Article VI shall be deemed contract rights, except as and no amendment, modification or repeal of this Article VI shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal. It is acknowledged that the indemnification provided in Section (B)(2) ----------------- this Article VI could involve indemnification for negligence or under theories of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article, each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any actionProceeding, suit or proceedingany appeal in such a Proceeding, whether civil, criminal, administrative or investigative (hereinafter any inquiry or investigation that could lead to such a "Proceeding"), by reason of the fact that he or she, or a person for of whom he or she is the legal representative, is or was a director Member or officer Manager of the Corporation Company or while a Member or Manager of the Company is or was serving at the request of the Corporation Company as a Manager, director, officer, employee partner, venturer, proprietor, trustee, employee, agent, or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, enterprise shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawTBOC, as the same exists exist or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys' fees, judgmentsexcise and similar taxes and punitive damages), fines, ERISA excise taxes or penalties settlements and amounts paid or to be paid in settlementreasonable expenses (including, without limitation, attorney’s fees) reasonably actually incurred or suffered by such person in connection therewith with such Proceeding, and such indemnification under this Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be a directordeemed contract rights, officerand no amendments, employee modification or agent and repeal of this Article shall inure have the effect of limiting or denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as indemnification provided in Section (B)(2) ----------------- this Article could involve indemnification for negligence or under theories of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceedingproceeding"), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee director or agent officer or in any other capacity while serving or having agreed to serve as a director, director or officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), ) against all expense, liability and loss (including without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executorsexecutors and administrators; PROVIDED, administrators and personal representatives; providedHOWEVER, however, that, except as provided in Section (B)(2) ----------------- of this Article, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof), other than a proceeding (or part thereof) brought under Section 3 of this Article VI, initiated by such person or his or her heirs, executors and administrators only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this section Article VI shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; providedPROVIDED, howeverHOWEVER, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officerindemnified person, to repay all amounts so advanced if it shall ultimately be determined that such director or officer indemnified person is not entitled to be indemnified under this section Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in Section 10 of this Agreement, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a "Proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for Person of whom he or she is the legal representative, is or was a director or officer Representative of the Corporation Company or while a Representative of the Company is or was serving at the request of the Corporation Company as a Representative, director, officer, employee partner, venturer, proprietor, trustee, employee, agent, or agent similar functionary of another corporation foreign or of a domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, enterprise shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized permitted by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably actually incurred or suffered by such person Person in connection therewith with such Proceeding, and such indemnification under Section 10 of this Agreement shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to Section 10 of this Agreement shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and repeal of Section 10 of this Agreement shall inure have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as indemnification provided in Section (B)(2) ----------------- 10 of this Article, the Corporation shall indemnify any such person seeking Agreement could involve indemnification in connection with a proceeding (for negligence or part thereof) authorized by the board under theories of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersstrict liability.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, is or was or has agreed to become a director Director or officer of the Corporation Company or is or was serving or has agreed to serve at the request of the Corporation Company as a director, manager, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee Director or agent officer or in any other capacity while serving or having agreed to serve as a director, Director or officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent authorized by the Delaware General Corporation LawAct, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment), ) against all expense, liability and loss (including without limitation, attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, that the Corporation Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board Board of directors of the CorporationDirectors. The right to indemnification conferred in this section Section 8 shall be a contract right and shall include the right to be paid by the Corporation Company the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- Act requires, the payment of such expenses incurred by a director current, former or proposed Director or officer in his or her capacity as a director Director or officer or proposed Director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director Director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding proceeding, shall he be made only upon delivery to the Corporation Company of an undertaking, by or on behalf of such director or officerindemnified person, to repay all amounts so advanced if it shall ultimately be determined that such director or officer indemnified person is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersSection 8.2.

Right to Indemnification. Each person Subject to the limitations and conditions as provided in this Article VII, each Person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter a "“Proceeding"”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or shesuch Person, or a person for whom he or she Person of which such Person is the legal representative, is or was a director Member, Manager or Officer (or serves or served as a member of the board or an officer of the Corporation a Subsidiary of Holdings LLC or is or was serving other entity at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, Holdings LLC) shall be indemnified and held harmless in respect thereof (other than in respect of claims by the Corporation Holdings LLC or any of its Subsidiaries thereof against an Officer of Holdings LLC or any of its Subsidiaries thereof in such Officer’s capacity as such) by Holdings LLC to the fullest extent authorized permitted by the Delaware General Corporation Lawapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation Holdings LLC to provide broader indemnification rights than said law permitted the Corporation Holdings LLC to provide prior to such amendment)) against judgments, against all expense, liability and loss (including attorneys' fees, judgmentspenalties, fines, ERISA excise taxes settlements and reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or penalties investigation (each an “Indemnifiable Loss”), if such Person acted in good faith and amounts paid or in a manner the Person reasonably believed to be paid in settlement) reasonably incurred the best interests of Holdings LLC or suffered acted as permitted by Section 7.1 hereof and, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful, in any such case unless such indemnification would be prohibited by the laws of the State of Delaware if Holdings LLC were a corporation or such Indemnifiable Loss shall have been the result of a breach by such person Person of any of the provisions of this Agreement or any of the other Transaction Agreements, in connection therewith and which case such indemnification shall not cover such Indemnifiable Loss to the extent resulting from such breach. Indemnification under this Article VII shall continue as to a person Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VII shall be a directordeemed contract rights, officerand no amendment, employee modification or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- repeal of this Article, Article VII shall have the Corporation shall indemnify effect of limiting or denying any such person seeking indemnification in connection rights with a proceeding (respect to actions taken, omissions occurring, or part thereof) authorized by the board of directors of the Corporation. The right Proceedings, appeals, inquiries or investigations arising prior to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; providedamendment, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director modification or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersrepeal.

Right to Indemnification. Each person who was or is made a ------------------------ party or is threatened to be made a party to or is involved in any action, suit suit, claim or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, she or a person for of whom he or she is the legal representative, representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plansplans maintained or sponsored by the Corporation, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA Employee Retirement Income Security Act of 1974 excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators executors and personal representativesadministrators; provided, however, that, that except as provided in Section (B)(2) ----------------- 10.4 of this ArticleArticle X, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board Board of directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersDirectors.

Right to Indemnification. Each person who was The Company shall to the fullest extent permitted by Law, indemnify, defend, and hold harmless the Member, each of the Managers and each Officer (all such indemnified persons being referred to as “Indemnified Persons”), from any liability, loss, or is made a ------------------------ party damage incurred by the Indemnified Person by reason of any act performed or is threatened omitted to be made a party to or is involved performed by the Indemnified Person in any action, suit or proceeding, whether civil, criminal, administrative or investigative connection with the business of the Company (hereinafter a "Proceeding"), including by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or such Person is or was serving or has agreed to serve at the request of the Corporation Company as a director, officer, employee or agent of another corporation or of a corporation, partnership, limited liability company, joint venture, trust or other enterprise) and from liabilities or obligations of the Company or the Member imposed on such Indemnified Person by virtue of any such Person’s status as an Indemnified Person, including service provided, that if the liability, loss, damage or claim arises out of any action or inaction of an Indemnified Person, indemnification under this Section 5.03 shall be available (i) with respect to employee benefit plansany Indemnified Person other than an Officer, whether the basis Special Independent Manager or an Independent Manager, unless such action or inaction constituted fraud or a willful material breach of such proceeding is alleged action in Person’s obligations under this Agreement and (ii) with respect to any Officer (including the CEO, when acting as an official capacity Officer or as a directorManager), officerthe Special Independent Manager or any Independent Manager, employee only if the Indemnified Person, at the time of such action or agent inaction, reasonably determined that his or in her course of conduct was in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Without the prior written consent of the Cleco Power Board, acting by Board Special Consent, no Indemnified Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Indemnified Person or with respect to a proceeding between such Indemnified Person on the one hand and any of the Company or its Subsidiaries on the other capacity while serving as (other than a directorproceeding to enforce such Indemnified Person's rights under this Section 5.03 or a proceeding seeking a finding of no liability with respect to a matter that otherwise could give rise to a claim for indemnification under this Section 5.03). In addition, officerand notwithstanding the foregoing, employee or agentwithout the prior written consent of the Cleco Power Board, acting by Board Special Consent, no Indemnified Person shall be indemnified for any expenses, liabilities and held harmless losses suffered that are attributable to actions or omissions by the Corporation such Indemnified Person or its Affiliates to the fullest extent authorized by the Delaware General Corporation Lawact or omission was attributable to such Indemnified Person’s or its Affiliates’ breach of the implied covenant of good faith and fair dealing, as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the same exists or may hereafter be amended (but, in the case time for appeal therefrom has expired and no appeal has been perfected). For purposes of any such amendmentavoiding doubt, the rights of Company’s indemnification provided hereby shall continue obligations as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives; provided, however, that, except as provided in Section (B)(2) ----------------- of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) authorized by the board of directors of the Corporation. The right to indemnification conferred set forth in this section Section 5.03 shall not extend or be applicable to actions or omissions of a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director Manager or officer Officer when acting in his or her capacity as a manager, officer, director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance agent of the final disposition of a proceeding shall he made only upon delivery to Member, Cleco Group, the Corporation of an undertaking, by Partnership or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officersGeneral Partner.

Right to Indemnification. Each person who was or was, is made a ------------------------ party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereinafter a "Proceeding"“proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, that being or having been a director or officer of the Corporation, he or she is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation or of a corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, including service with respect to employee benefit plansenterprise (an “indemnitee”), whether the basis of such a proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, partner, trustee, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Lawagainst all losses, as the same exists claims, damages (compensatory, exemplary, punitive or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendmentotherwise), against all expense, liability liabilities and loss expenses (including attorneys' ’ fees, costs, judgments, fines, ERISA XXXXX excise taxes or penalties and penalties, amounts paid or to be paid in settlementsettlement and any other expenses) actually and reasonably incurred or suffered by such person the indemnitee in connection therewith with the proceeding, and such the indemnification shall continue as to a person an indemnitee who has ceased to be a director or officer of the Corporation or a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to the benefit of his or her the indemnitee’s heirs, executors, administrators executors and personal representatives; provided, however, that, except administrators. Except as provided in Section (B)(2) ----------------- 4 of this ArticleArticle IX with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification the indemnitee in connection with a proceeding (or part thereofof a proceeding) authorized initiated by the board indemnitee only if a proceeding (or part of directors of a proceeding) was authorized or ratified by the CorporationBoard. The right to indemnification conferred in this section Article IX shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law ----------------- requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall he made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwiseright. The Corporation may, intent of this Article IX is to grant each indemnitee the maximum indemnification and advancement of expenses as allowed by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officerslaw.