Common use of Right to Indemnification Clause in Contracts

Right to Indemnification. 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”), by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law 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 extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the Board.

Right to Indemnification. If Participant 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 (includingany threatened, without limitation, as a witness) in any actual pending or threatened completed 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 or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a Director or agent of any subsidiary officer of the Company (Corporation or, while a Director or otherwise officer of the Corporation, is or was serving at the request of the Company Corporation as a director, officer, employee, agent or trustee of another entity or enterprise, including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law 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 extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effectplans, against all expense, liability and loss suffered and expenses (including including, without limitation, attorneys’ feesfees 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) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to Covered Person. Notwithstanding the benefit of Participant’s heirspreceding sentence, executors and administrators; provided, however, that except as otherwise provided in Section 2 of this Agreement 11.3 with respect to proceedings seeking Proceedings to enforce rights to indemnification or to advancement of expensesexpenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall be required to indemnify Participant a Covered Person in connection with a proceeding Proceeding (or part thereof) initiated commenced by Participant such Covered Person only if the commencement of such proceeding Proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding 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 or equivalent governing body of such other entity pursuant to the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprise.

Right to Indemnification. If Participant Each person who was or 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 or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a director or agent of any subsidiary officer of the Company (Corporation or otherwise is or was serving at the request of the Company 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 any employee benefit plan)plans, whether the basis of such proceeding is alleged action in an official capacity as an Officer a director, officer, employee or Fiduciary agent or in any other capacity while serving as an Officer and/or Fiduciarya director, he officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the Delaware General Corporation Law of the State of DelawareLaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation 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 him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary director, officer, employee or agent and shall inure to the benefit of Participant’s his or her heirs, executors executors, administrators and administratorspersonal representatives; provided, however, that that, except as provided in Section 2 (B)(2) ----------------- of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesArticle, the Company Corporation shall be required to indemnify Participant any such person seeking indemnification 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 Company (the “Board”)Corporation. The right to indemnification conferred in this Agreement section shall be a contract right and 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 disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, if the Delaware General Corporation Law of the State of Delaware ----------------- requires, an advancement the payment of such expenses incurred by Participant a director or officer in his or her capacity as an Officer and/or a Fiduciary director or officer (and not in any other capacity in which service was or is rendered by Participant such person while an Officer and/or a Fiduciarydirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be he made only upon delivery to the Company Corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch director or officer, to repay all amounts so advanced if it shall ultimately be determined that he such director or officer is not entitled to be indemnified under this Agreement, section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and provided further that except agents of the Corporation with the same scope and effect as provided in Section 2 the foregoing indemnification 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 him only if such proceeding was authorized by the Boarddirectors and officers.

Right to Indemnification. If Participant The Company will indemnify each Person who has been or is made a party or is threatened to be made a party to any threatened, pending or is involved (including, without limitation, as a witness) in any actual or threatened 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 such Person is or was an Officer and/or Fiduciary ora Member, while an Officer and/or Fiduciary, is Director or was serving as an officer, director, employee or agent of any subsidiary officer of the Company (Company, or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan)as a director, whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary officer or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case comparable position of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effectOther Enterprise, against all expenseliabilities and expenses, liability and loss (including judgments, amounts paid in settlement, attorneys’ fees, judgments, finesfees and expenses, ERISA excise taxes or penalties penalties, fines and amounts to be paid in settlement) other expenses, actually and reasonably incurred or suffered by him such Person in connection therewith and with such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to action, suit or proceeding (including the benefit investigation, defense, settlement or appeal of Participant’s heirssuch action, executors and administratorssuit or proceeding); provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall will not be required to indemnify Participant 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 will not be required to indemnify or advance expenses to any Person in connection with a an action, suit or proceeding (or part thereof) initiated by Participant only if such Person unless the initiation of such action, suit or proceeding (or part thereof) was authorized in advance by the Board of 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 business 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 will apply to all Persons serving as Directors or officers and to all Persons who serve as a representatives of the Company (at any time or who serve at any time at the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law request of the State of Delaware requiresCompany as a director, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not officer or in any other capacity in which service was comparable position of any Other Enterprise. Nothing herein prevents one or more of the Members or PVG from indemnifying their respective representatives or directors or officers under such Member’s or PVG’s organizational documents or other agreements. If any Person is rendered by Participant while an Officer and/or entitled to indemnification both from the Company, from a FiduciaryMember or from PVG, includingthen indemnification would come first from PVG, without limitation, service to an employee benefit plan) shall be made only upon delivery to then the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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, thereafter from the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the BoardMember.

Right to Indemnification. If Participant To the fullest extent permitted by the laws of the State of Delaware: (a) The Company shall indemnify Indemnitee if Indemnitee was or is made a party or is threatened to be made a party to any threatened, pending or is involved completed proceeding (including, without limitation, as a witnessincluding any investigations) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he Indemnitee is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving has agreed to serve at the request of the Company including service with respect to any as a director, officer, employee benefit plan)or agent (which for purposes hereof, whether shall include a trustee, partner or manager or similar capacity) of the basis of such proceeding is alleged action in an official capacity as an Officer Company, or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciarya director or officer of the Company, he shall be indemnified and held harmless by is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity. For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for monetary damages against Indemnitee in respect of an alleged breach of fiduciary duties, to the fullest extent permitted by the General Corporation Law under Section 102(b)(7) of the State DGCL as in existence on the date hereof. (b) The indemnification provided by this Section 1 shall be from and against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such proceeding and any appeal therefrom, but shall only be provided if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Delawarethe Company, as and, with respect to any criminal proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) Notwithstanding the same exists or may hereafter be amended (butforegoing provisions of this Section 1, in the case of any such amendmentthreatened, only to pending or completed action or suit by or in the extent that such amendment permits right of the Company to provide broader indemnification rights than said law permitted procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, Indemnitee shall be entitled to provide prior to the rights of indemnification provided for herein in connection with such amendment), action or by other applicable law as then suit if the Indemnitee acted in effect, against all expense, liability good faith and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts in a manner the Indemnitee reasonably believed to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure not opposed to the benefit best interests of Participant’s heirs, executors and administratorsthe Company; provided, however, if applicable law so provides, no indemnification shall be made in respect of any such claim, issue or matter as to which Indemnitee shall have been finally adjudged to be liable to the Company unless, and only to the extent that, the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. (d) The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that except as provided Indemnitee did not act in Section 2 good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of this Agreement the Company, and, with respect to proceedings seeking any criminal action or proceeding, had reasonable cause to enforce rights to indemnification or to advancement of expensesbelieve that Indemnitee’s conduct was unlawful. In addition, neither the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors failure of the Company party making the determination as specified in Section 3 below (the “Boardreviewing party”)) to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the reviewing party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law, shall be a defense in such legal proceedings to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. The right In connection with any determination by the reviewing party or otherwise as to indemnification conferred in this Agreement shall include the right whether Indemnitee is entitled to be paid by indemnified hereunder, the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance burden of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) proof shall be made only upon delivery to on the Company to establish by clear and convincing evidence that Indemnitee is not so entitled. (e) The indemnification and contribution provided for herein will remain in full force and effect regardless of an undertaking, if permitted by Federal Law, any investigation made by or on behalf of ParticipantIndemnitee or any officer, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreementdirector, employee, agent or otherwise, and provided further that except as provided in Section 2 controlling person 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 him only if such proceeding was authorized by the BoardIndemnitee.

Right to Indemnification. If Participant Each person who was or 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”), by reason of the fact that he or she, or a person of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a director or agent of any subsidiary officer of the Company (Corporation or otherwise is or was serving at the request of the Company 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 any employee benefit plan)plans maintained or sponsored by the Corporation, whether the basis of such proceeding is alleged action in an official capacity as an Officer a director, officer, employee or Fiduciary agent or in any other capacity while serving as an Officer and/or Fiduciarya director, he officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the General Corporation Law of the State of DelawareDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation 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 amounts paid or penalties and amounts to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) actually and reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary director, officer, employee or agent and shall inure to the benefit of Participant’s his or her heirs, executors and administrators; provided, however, that that, except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesparagraph (b) below, the Company Corporation shall be required to indemnify Participant any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by Participant such person only if such proceeding (or part thereof) was authorized by the Board board of Directors directors of the Company (the “Board”)Corporation. The right to indemnification conferred in this Agreement Article shall be a contract right and 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 disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, if the General Corporation Law of the State of Delaware DGCL requires, an advancement the payment of such expenses incurred by Participant a director or officer in his or her capacity as an Officer and/or a Fiduciary director or officer (and not in any other capacity in which service was or is rendered by Participant such person while an Officer and/or a Fiduciarydirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Company Corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch director or officer, to repay all amounts so advanced if it shall ultimately be determined that he such director or officer is not entitled to be indemnified under this Agreement, Article or otherwise. The Corporation may, by action of the board of directors, provide indemnification to employees and provided further that except agents of the Corporation with the same scope and effect as provided in Section 2 the foregoing indemnification 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 him only if such proceeding was authorized by the Boarddirectors and officers.

Right to Indemnification. If Participant The Company shall indemnify each Person who has been or is made a party or is threatened to be made a party to any threatened, pending or is involved (including, without limitation, as a witness) in any actual or threatened 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 such Person is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary a Voting Member of the Company (Company, an officer of the Company, a Representative or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan)as a director, whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary officer or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case comparable position of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effectOther Enterprise, against all expenseliabilities and expenses, liability and loss (including attorneys’ feesincluding, without limitation, judgments, finesamounts paid in settlement, attorneys' fees, ERISA excise taxes or penalties penalties, fines and amounts to be paid in settlement) other expenses, actually and reasonably incurred or suffered by him such Person in connection therewith and with such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to action, suit or proceeding (including, without limitation, the benefit investigation, defense, settlement or appeal of Participant’s heirssuch action, executors and administratorssuit or proceeding); provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall not be required to indemnify Participant 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 a an action, suit or proceeding (or part thereof) initiated by Participant only if such Person unless the initiation of such action, suit or proceeding (or part thereof) was authorized in advance by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”)Voting Members; further provided, however, that, if that an officer or Representative shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in the General Corporation Law discharge of such Person's obligations in connection with the management of the State business and affairs of Delaware requiresthe Company or any Other Enterprise. The termination of any action, an advancement suit or proceeding by judgment, order, settlement, conviction or under a plea of expenses incurred by Participant in his capacity nolo contendere or its equivalent shall 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 shall apply to all Persons serving as an Officer and/or officers and to all Persons who serve as a Fiduciary (and not Representative at any time or who serve at any time at the request of the Company as a director, officer or in any other capacity in which service was 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 rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service entitled to an employee benefit plan) shall be made only upon delivery to indemnification both from the Company of an undertakingand from a Member, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to then indemnification or an advancement of expenses, would come first from the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by and thereafter from the BoardMember.

Right to Indemnification. If Participant Each person who was or 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”), by reason of the fact that he or she, or a person of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a director or agent of any subsidiary officer of the Company (Corporation or otherwise is or was serving at the request of the Company 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 any employee benefit plan)plans, whether the basis of such proceeding is alleged action in an official capacity as an Officer a director, officer, employee or Fiduciary agent or in any other capacity while serving as an Officer and/or Fiduciarya director, he officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation 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 amounts paid or penalties and amounts to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) actually and reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary director, officer, employee or agent and shall inure to the benefit of Participant’s his or her heirs, executors and administrators; provided, however, that that, except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesparagraph (b) hereof, the Company Corporation shall be required to indemnify Participant any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by Participant such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement Section shall be a contract right and 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 disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement the payment of such expenses incurred by Participant a director or officer in his or her capacity as an Officer and/or a Fiduciary director or officer (and not in any other capacity in which service was or is rendered by Participant such person while an Officer and/or a Fiduciarydirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Company Corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch director or officer, to repay all amounts so advanced if it shall ultimately be determined that he such director or officer is not entitled to be indemnified under this Agreement, Section or otherwise. The Corporation may, and provided further that except as provided in Section 2 by action 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 him only if such proceeding was authorized by the 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. If Participant 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”), by reason of the fact that he Indemnitee is or was a Director or an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is of the Company (or was serving as an officer, director, employee or agent of any subsidiary of the Company (Company) or otherwise is or was serving at the request of the Company or the Board, including service with respect to any employee benefit plan)plan or any subsidiary of the Company, whether the basis of such proceeding is alleged action in an official capacity as a Director or an Officer or Fiduciary or in any other capacity while serving as a Director or an Officer and/or FiduciaryOfficer, he Indemnitee shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law Section 18-108 of the State of DelawareDelaware Limited Liability Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the 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 to be paid in settlement) actually and reasonably incurred or suffered by him Indemnitee in connection therewith and such indemnification shall continue after Participant Indemnitee has ceased to be a Director or an Officer and/or a Fiduciary and shall inure to the benefit of ParticipantIndemnitee’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant Indemnitee in connection with a proceeding (or part thereof) initiated by Participant Indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the Board.

Right to Indemnification. If Participant 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 (including, without limitation, as a witness) in any actual threatened, pending or threatened completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter a “proceeding”"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 of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officera Unitholder, directorManager or Officer, employee or agent of any subsidiary of the Company (while a Unitholder, Manager or otherwise Officer is or was serving at the request of the Company including service with respect to any LLC as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer plan or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he enterprise shall be indemnified and held harmless by the Company LLC to the fullest extent permitted by the General Corporation Law of the State of DelawareDelaware Act, as the same exists exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company LLC to provide broader indemnification rights than said law permitted the Company LLC to provide prior to such amendment)) against judgments, or by other applicable law as then in effect, 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ ' fees) actually incurred by such Person in defending connection with such Proceeding, and indemnification under this ARTICLE VII 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 VII shall be deemed contract rights, and no amendment, modification or repeal of this ARTICLE VII shall have the effect of limiting or denying any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in Section 2 of this Agreement rights with respect to proceedings seeking actions taken or Proceedings arising prior to enforce rights to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this ARTICLE VII could involve indemnification for negligence or an advancement under theories of expenses, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the Boardstrict liability.

Right to Indemnification. If Participant Each person who was or is made a party or party, is threatened to be made a party to to, or is otherwise involved (including, without limitationin, as a witness) in witness or otherwise, any actual threatened, pending or threatened 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”), by reason of the fact that he or she is or was or has agreed to become a director or an Officer and/or Fiduciary orofficer of the Corporation, or while an Officer and/or Fiduciaryserving as a director or officer of the Corporation, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving has agreed to serve at the request of the Company including service with respect to any 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, limited liability company, partnership, joint venture, trust, employee benefit planplan or other enterprise (each, a “Person”), whether the basis or by reason of any action alleged to have been taken or omitted by such proceeding is alleged action person in an official any such capacity as an Officer or Fiduciary or in any other capacity while serving or having agreed to serve as a director, officer, employee or agent (hereinafter an Officer and/or Fiduciary“indemnitee”), he shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted by the General Corporation Law of the State of DelawareDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law the DGCL permitted the Company Corporation to provide prior to such amendment), or by other applicable law as then in effect, from and against all expenseloss and liability suffered and expenses (including, liability and loss (including without limitation, attorneys’ fees, costs and expenses), 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 him such indemnitee in connection therewith and such indemnification shall continue after Participant as to an indemnitee who has ceased to be an Officer and/or a Fiduciary serve in the capacity which initially entitled such indemnitee to indemnity hereunder and shall inure to the benefit of Participant’s his or her heirs, executors and administrators; provided, however, that that, except as provided in Section 2 of this Agreement 8.03 with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesexpenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall be required to indemnify Participant any such indemnitee in connection with a proceeding (or part thereof) initiated by Participant such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors Directors; provided, further, that 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, suit or proceeding unless the Corporation consents 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 Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ feesCorporation under Section 16(b) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State Exchange Act. In addition, subject to Section 8.04, the Corporation shall not be liable under this Article VIII to make any payment of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary amounts otherwise indemnifiable hereunder (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit planjudgments, fines and amounts paid in settlement) shall be made only upon delivery if and to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined extent that he is not entitled to be indemnified the indemnitee has otherwise actually received such payment under this AgreementArticle VIII or any insurance policy, contract, agreement or otherwise, 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 him only if such proceeding was authorized by the Board.

Right to Indemnification. If Participant is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witnessa) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to To the fullest extent permitted by applicable law, (i) any Member (in his capacity as a Member) or any of its Affiliates, (ii) the General Corporation Law Managers or (iii) any Persons authorized by the Managers (each individually, an “Indemnified Party”) shall be entitled 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 omission of such Indemnified Party arising from the State performance of Delawaresuch Indemnified Party’s obligations or duties under this Agreement, as the same exists including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Indemnified Party may hereafter be amended (butmade party by reason of being or having been a Member, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)Manager, 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was Person authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred Managers in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further capacity, 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 General Corporation Law Indemnified Party, at the time of such action or inaction, believed, in good faith, that its, his or her course of conduct was in, or not opposed to, the best interests of the State Company, or (ii) in the case of Delaware requiresinaction by the Indemnified Party, an advancement of expenses incurred by Participant in the Indemnified Party did not intend its, his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service her inaction to an employee benefit plan) shall be made only upon delivery harmful or opposed to the Company best interests of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwisethe Company, and provided further that except as provided in Section 2 (b) the action or inaction did not constitute fraud, gross negligence, willful misconduct or knowing violation of applicable Law or breach of this Agreement with respect to proceedings seeking to enforce rights by the Indemnified Party. (b) Expenses incurred by any Person entitled to indemnification or an advancement of expenses, pursuant to this Section 9.1 in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding subject to the provisions of any applicable law; provided such expenses shall be required to advance expenses be repaid to Participant the Company in connection with the event the aforementioned losses are determined by a proceeding initiated by him only if court of competent jurisdiction to have resulted from actions or omissions for which the Company is not required to indemnify such proceeding was authorized by the BoardPerson pursuant to this Section 9.1.

Right to Indemnification. If Participant Each person who was or 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”), by reason of the fact that he or she or a person of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe 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 an a director, officer, director, employee or agent of any subsidiary another corporation or of the Company (a partnership, joint venture, trust or otherwise is or was serving at the request of the Company other enterprise, including service with respect to any employee benefit plan)plans, whether the basis of such proceeding is alleged action in an official capacity as an Officer a director or Fiduciary officer or in any other capacity while serving or having agreed to serve as an Officer and/or Fiduciarya director or officer, he shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the General Corporation Law of the State of DelawareDGCL, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation to provide prior to such amendment), or by other applicable law as then in effect, ) 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) actually and reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of Participant’s his or her heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings the Corporation shall indemnify any such person seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant 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 Participant 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 Company (the “Board”)Directors. The right to indemnification conferred in this Agreement Article VI shall be a contract right and 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 disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, if the General Corporation Law of the State of Delaware DGCL requires, an advancement the payment of such expenses incurred by Participant a current, former or proposed director or officer in his or her capacity as an Officer and/or a Fiduciary 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 Participant such person while an Officer and/or a Fiduciarydirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Company Corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch indemnified person, to repay all amounts so advanced if it shall ultimately be determined that he such indemnified person is not entitled to be indemnified under this Agreement, Section or otherwise, 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 him only if such proceeding was authorized by the Board.

Right to Indemnification. If Participant (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 (including, without limitation, as a witness) in any actual or threatened 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 or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a director or agent of any subsidiary officer of the Company (Corporation or otherwise is or was serving at the request of the Company Corporation as a director, officer, employee or agent of another corporation, partnership, joint 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 plan), whether ; (iii) any reference to “serving at the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law request of the State Corporation” shall include any service as a director, officer, employee or agent of Delaware, as the same exists Corporation or may hereafter be amended (but, in the case trustee or administrator of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)employee benefit plan which imposes duties on, or by other applicable law as then in effectinvolves services by, against all expensesuch director, liability and loss (including attorneys’ feesofficer, judgments, fines, ERISA excise taxes employee or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement agent with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service 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 of a partnership or trust shall include service as a partner or trustee; and (v) a person who 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 made only upon delivery deemed to have acted in a manner “not opposed to the Company best interests of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in Section 2 the Corporation” for purposes 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 him only if such proceeding was authorized by the BoardArticle VII.

Right to Indemnification. If Participant Each person who was or 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 actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is a director or was serving as an officer, director, employee or agent of any subsidiary officer of the Company (Corporation or otherwise is or was serving at the request of the Company Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any employee benefit planplans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as an Officer a director or Fiduciary officer or in any other capacity while serving as an Officer and/or Fiduciary, he a director or officer shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the Delaware General Corporation Law of the State of DelawareLaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said such law permitted the Company Corporation 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 to be paid in settlement) actually and reasonably incurred or suffered by him such indemnitee in connection therewith and such indemnification shall continue after Participant as to an indemnitee who has ceased to be an Officer and/or a Fiduciary director or officer and shall inure to the benefit of Participantthe indemnitee’s heirs, executors and administrators; provided, however, that that, except as provided in Section 2 8.02 of this Agreement Article VIII with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesindemnification, the Company Corporation shall be required to indemnify Participant any such indemnitee in connection with a proceeding (or part thereof) initiated by Participant such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”)Corporation. The right to indemnification conferred in this Agreement Section shall be a contract right and 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 disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the Delaware General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant an indemnitee in his or her capacity as an Officer and/or a Fiduciary director or officer (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciarysuch indemnitee, including, including without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company Corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch indemnitee, 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 he such indemnitee is not entitled to be indemnified for such expenses under this Agreement, Article VIII or otherwise, and provided further that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or otherwise (hereinafter an advancement of expenses, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the Board“undertaking”).

Right to Indemnification. If Participant 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 (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “"proceeding”"), by reason of the fact that he, or a person of whom he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a director or agent of any subsidiary officer of the Company (corporation or otherwise is or was serving at the request of the Company 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 any employee benefit plan)plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciarydirector, he officer, employee or agent, shall be indemnified and held harmless by the Company corporation to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only from time to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effecttime, 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) actually and reasonably incurred or suffered by him such person in connection therewith therewith, and such that indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary director, officer, employee or agent and shall inure to the benefit of Participant’s his heirs, executors and administrators; provided, however, that that, except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensessection 6.2, the Company corporation shall be required to indemnify Participant any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by Participant that person, only if such that proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement these by-laws shall be a contract right and shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, if the General Corporation Law of the State of Delaware Delaware, as amended from time to time, requires, an advancement the payment of such expenses incurred by Participant a director or officer in his capacity as an Officer and/or a Fiduciary director or officer (and not in any other capacity in which service was or is rendered by Participant that person while an Officer and/or a Fiduciarydirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Company corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch director or officer, to repay all amounts so advanced advanced, if it shall ultimately be determined that he such director or officer is not entitled to be indemnified under this Agreement, these by-laws or otherwise. The corporation may, by action of its Board, provide indemnification to employees and provided further that except agents of the corporation with the same scope and effect as provided in Section 2 the foregoing indemnification 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 him only if such proceeding was authorized by the Boarddirectors and officers."

Right to Indemnification. If Participant 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 (including, without limitation, as a witness) in any actual threatened, pending or threatened completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter hereinafter, a “proceeding”"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 such Person, or a Person of which such Person is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officera Member, director, employee or agent of any subsidiary a member of the Company (Board or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delawareapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)) against judgments, or by other applicable law as then in effect, 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service reasonable attorneys' and experts' fees) actually incurred by such Person in connection 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 an employee benefit plan) the extent resulting from such gross negligence, fraud or intentional misconduct. Indemnification under this ARTICLE VII 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 VII shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwisedeemed contract rights, and provided further that except as provided in Section 2 no amendment, modification or repeal of this Agreement ARTICLE VII shall have the effect of limiting or denying any such rights with respect to proceedings seeking actions taken or Proceedings, appeals, inquiries or investigations arising prior to enforce rights to indemnification any amendment, modification or an advancement of expenses, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the Boardrepeal.

Right to Indemnification. If Participant is made a party or is threatened to be made a party to or is involved (includingThe Corporation shall indemnify, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of DelawareDGCL, as the same it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation to provide prior to such amendment), any natural person (a) who is or by was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer or trustee of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or other applicable law enterprise 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 time any indemnification is sought or at the time of any proceeding (as then 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 effect(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 Covered Person’s action(s) in his or her official capacity as a director or officer of the Corporation or as a director, officer or trustee of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or other enterprise (to the extent serving in such position at the request of the Corporation), against all expense, liability and loss suffered (including attorneys’ feesincluding, without limitation, any judgments, fines, ERISA XXXXX excise taxes or penalties and amounts to be paid in settlementsettlement consented to in writing by the Corporation) and expenses (including attorneys’ fees), actually and reasonably incurred or suffered by him such Covered Person in connection therewith and with such proceeding. Such indemnification shall continue after Participant to a Covered Person who has ceased to be an Officer and/or a Fiduciary director or officer, of the Corporation or as a director, officer or trustee of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or other enterprise at the request of the Corporation and shall inure to the benefit of Participant’s his or her heirs, executors and administrators; provided, however, that except . Except as provided in this Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses1, the Company Corporation shall be required to indemnify Participant a Covered Person in connection with a proceeding (or part thereof) initiated by Participant such Covered Person only if such the proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the BoardDirectors.

Right to Indemnification. If Participant 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 (including, without limitation, as a witness) in any actual threatened, pending or threatened completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (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 it, or a Person of whom it is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as a Managing Member, an officerAffiliate of a Managing Member, director, employee or agent of any subsidiary Member of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law Act or any other applicable law or judicial ruling against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, costs of the State of Delawaresuit and attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Article 11 shall continue as the same exists or may hereafter be amended (but, to a Person who has ceased to serve in the case capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article 11 shall be deemed contract rights, and no amendment, modification or repeal of this Article 11 shall 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, only to modification or repeal. It is expressly acknowledged that the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), provided in this Article 11 could involve indemnification for negligence 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit under theories of Participant’s heirs, executors and administratorsstrict liability; provided, however, that except as provided in Section 2 notwithstanding any other provision of this the Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesthe contrary, a Person shall not be indemnified by the Company shall be required to indemnify Participant against any judgments, penalties, fines, settlements and expenses incurred by such Person which arise in connection with a proceeding (or part thereof) initiated by Participant only any Proceeding if such proceeding (Proceeding arises from bad faith, gross negligence or part thereof) was authorized willful misconduct by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the BoardPerson.

Right to Indemnification. If Participant (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 (including, without limitation, as a witness) in any actual threatened, pending or threatened completed action, suit or proceeding, whether civil, criminal, administrative or investigative 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 of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as a Member or an officerIndemnitee, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of DelawareAct, as the same exists or may hereafter be amended (butamended, in the case of any such amendment, only but subject to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then limitations expressly provided in effectthis Agreement, 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) actually incurred by such Indemnitee in defending any connection with such proceeding Proceeding, and indemnification under this Section 17 shall continue as to a Person who has ceased to serve in advance of its final disposition (hereinafter an “advancement of expenses”)the capacity which initially entitled such Indemnitee to indemnity hereunder; further provided, however, that, if except to the General Corporation Law 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 indemnification provided 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 be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the State Managers, as a matter of Delaware requireslaw or otherwise, an advancement of expenses incurred by Participant both as to actions in his the Indemnitee’s capacity as an Officer and/or a Fiduciary (Indemnitee and not as to actions in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciarycapacity, including, without limitation, service and shall continue as to an employee Indemnitee who has ceased to serve in such capacity and shall inure to the benefit planof the heirs, successors, 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 made only upon delivery secondary to such subsidiary’s obligations to advance or indemnify and such 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 undertakingIndemnitee with respect to a matter for which such Indemnitee was entitled to seek advances or indemnification under Section 17(b), if permitted by Federal Lawthen 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 the immediately preceding sentence, by the provisions of this Section 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 benefit of any other Persons. (v) No amendment, modification or on behalf repeal of Participantthis Section 17(b) or any provision hereof shall in any manner terminate, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled 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 Indemnitee under this Agreement, or otherwise, and provided further that except as provided in Section 2 accordance with the provisions of this Agreement Section 17(b) as in effect immediately prior to such amendment, modification or repeal with respect to proceedings seeking claims arising from or relating to enforce rights matters occurring, in whole or in part, prior to indemnification such amendment, modification or an advancement repeal, regardless of expenses, the Company shall when such claims may arise or be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the Boardasserted.

Right to Indemnification. If Participant Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witnessparty, witness or otherwise) in any actual threatened, pending or threatened 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 “proceedingProceeding”), by reason of the fact that he or she, or a person of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, a director, officer or employee or agent of any subsidiary of the Company Corporation (including service with respect to employee benefit plans) or otherwise is or was serving at the request of the Company including service with respect to any Corporation as a director, officer, employee benefit plan)or agent of another corporation or of a partnership, joint venture, trust or other enterprise, whether the basis of such proceeding the Proceeding is alleged action in an official capacity as an Officer a director, officer, employee or Fiduciary agent or in any other capacity while serving as a director, officer, employee, employee or agent (hereafter an Officer and/or Fiduciary“Indemnitee”), he shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the General Corporation Law of the State of DelawareDelaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effectinterpreted, 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 and or reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or with investigating, defending, being a Fiduciary and shall inure to witness in or participating in (including on appeal), or preparing for any of the benefit of Participant’s heirsforegoing in, executors and administratorsany Proceeding (hereinafter “Expenses”); provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking Proceedings to enforce rights to indemnification or to advancement of expensesindemnification, the Company Corporation shall be required to indemnify Participant any Indemnitee seeking indemnification in connection with a proceeding Proceeding (or part thereof) initiated by Participant such Indemnitee only if such proceeding the Proceeding (or part thereof) was authorized in the first instance by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the BoardCorporation.

Right to Indemnification. If Participant The Company shall indemnify each Person who has been or is made a party or is threatened to be made a party to any threatened, pending or is involved (including, without limitation, as a witness) in any actual or threatened 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 such Person is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is a Member or was serving as an officer, director, employee or agent of any subsidiary Manager of the Company (Company, or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan)as a director, whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary officer or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case comparable position of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, Other Enterprise against all expenseliabilities and expenses, liability and loss (including including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties penalties, fines and amounts to be paid in settlement) other expenses, actually and reasonably incurred or suffered by him such Person in connection therewith and with such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to action, suit or proceeding (including, without limitation, the benefit investigation, defense, settlement or appeal of Participant’s heirssuch action, executors and administratorssuit or proceeding); provided, however, that except if the Company brings such suit against such Person as provided in Section 2 Member, Manager, employee or agent of this Agreement with respect the Company and a court of competent jurisdiction finds that such Person is liable to proceedings seeking the Company, no indemnification may be granted for claims or settlements paid to enforce rights the Company unless and to indemnification or to advancement the extent that a court of expensescompetent jurisdiction determines under the circumstances such indemnity is fair, reasonable and appropriate; additionally that the Company shall not be required to indemnify Participant 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 a an action, suit or proceeding (or part thereof) initiated by Participant only if such Person unless the initiation of such action, suit or proceeding (or part thereof) was authorized in advance by the Board 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 Directors such Manager’s obligations for the management of the business and affairs of the Company (and that the “Board”). The right provisions of this Section 5.13 are not intended to extend indemnification conferred to any Manager for any obligations of such Manager undertaken in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his Manager’s capacity as an Officer and/or a Fiduciary (and not in Member. The termination of any other capacity in which service action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the Boardwillful misconduct.

Right to Indemnification. If Participant To the fullest extent permitted by applicable law, the Company shall indemnify each Person who has been or is made a party or is threatened to be made a party to any threatened, pending or is involved (including, without limitation, as a witness) in any actual or threatened 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 such Person is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is a Member or was serving as an officer, director, employee or agent of any subsidiary Manager of the Company (Company, or otherwise is or was serving at the request of the Company including service as a director, officer or in any other comparable position of any Other Enterprise against all liabilities and expenses, including, without limitation, 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 employee benefit plan)criminal action or proceeding, whether the basis of if such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company Person had no reasonable cause to the fullest extent permitted by the General Corporation Law 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 extent believe that such amendment permits the Company to provide broader indemnification rights than said law permitted the 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of ParticipantPerson’s heirs, executors and administratorsconduct was unlawful; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall not be required to indemnify Participant 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 a an action, suit or proceeding (or part thereof) initiated by Participant only if such Person unless the initiation of such action, suit or proceeding (or part thereof) was authorized in advance by the Board 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 Directors the business and affairs of the Company (or any Other Enterprise and that the “Board”). The right provisions of this Section 5.12 are not intended to extend indemnification conferred in this Agreement shall include to the right Member or any Manager for any actions taken or omitted to be paid taken by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not Member or Manager in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciaryconnection, including, without limitationbut not limited to, service any other express obligation of the Member or Manager undertaken in this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person seeking indemnification did not discharge such Person’s duties in good faith and in a manner such Person reasonably believed to an employee benefit plan) shall be made only upon delivery in or not opposed to the Company best interests of an undertakingthe Company, if permitted by Federal Law, by or on behalf of Participant, that such Person had reasonable cause to repay all amounts so advanced if it shall ultimately be determined believe that he is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in Section 2 of this Agreement such Person’s conduct was unlawful with respect to proceedings seeking to enforce rights to indemnification any criminal action or an advancement of expensesproceeding, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if or that such proceeding Person’s conduct was authorized by the Boardknowingly fraudulent, deliberately dishonest or willful misconduct.

Right to Indemnification. If Participant Each person who was or 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 actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceedingProceeding”), by reason of the fact that he is being or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is having been a director or was serving as an officer, director, employee or agent of any subsidiary officer of the Company (or otherwise is serving or was serving having served at the request of the 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 any an employee benefit planplan (an “Indemnitee”), whether the basis of such proceeding is alleged action or failure to act in an official capacity as an Officer a director, trustee, officer, employee or Fiduciary agent or in any other capacity while serving as an Officer and/or Fiduciarya director, he trustee, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent permitted authorized by the General Corporation Law of the State of DelawareDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted prior thereto) (as used in this Article 7, the Company to provide prior to such amendment“Delaware Law”), 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 to be paid in settlement) actually and reasonably incurred or suffered by him such Indemnitee in connection therewith and such indemnification shall continue after Participant as to an Indemnitee who has ceased to be an Officer and/or a Fiduciary director, trustee, officer, employee, or agent and shall inure to the benefit of Participantthe Indemnitee’s heirs, executors executors, and administrators; provided, however, that that, except as provided in Section 2 of this Agreement 7.2 hereof with respect to proceedings seeking Proceedings to enforce rights to indemnification or to advancement of expensesindemnification, the Company shall be required to indemnify Participant any such Indemnitee in connection with a proceeding Proceeding (or part thereof) initiated by Participant such Indemnitee only if such proceeding Proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”)Company. The right to indemnification conferred in this Agreement Article 7 shall be a contract right and shall include the right to be paid by the corporation Company the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding Proceeding in advance of its final disposition (hereinafter an “advancement Advancement of expensesExpenses”); further provided, however, that, if the General Corporation Delaware Law of the State of Delaware so requires, an advancement Advancement of expenses Expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) Indemnitee shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Lawundertaking (an “Undertaking”), by or on behalf of Participantsuch Indemnitee, 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 he such Indemnitee is not entitled to be indemnified for such expenses under this Agreement, Article 7 or otherwise, 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 him only if such proceeding was authorized by the Board.

Right to Indemnification. If Participant Each person who was or 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”"), by reason of the fact that he or she, or a person of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a director or agent of any subsidiary officer of the Company (Corporation or otherwise is or was serving at the request of the Company 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 any employee benefit plan)plans, whether the basis of such proceeding is alleged action in an official capacity as an Officer a director, officer, employee or Fiduciary agent or in any other capacity while serving as an Officer and/or Fiduciarya director, he officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the General Corporation Law of the State of DelawareDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation 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 amounts paid or penalties and amounts to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) actually and reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary director, officer, employee or agent and shall inure to the benefit of Participant’s his or her heirs, executors and administrators; provided, however, that that, except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesparagraph (b) hereof, the Company Corporation shall be required to indemnify Participant any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by Participant such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement Section shall be a contract right and 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 disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, if the General Corporation Law of the State of Delaware DGCL requires, an advancement the payment of such expenses incurred by Participant a director or officer in his or her capacity as an Officer and/or a Fiduciary director or officer (and not in any other capacity in which service was or is rendered by Participant such person while an Officer and/or a Fiduciarydirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Company Corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch director or officer, to repay all amounts so advanced if it shall ultimately be determined that he such director or officer is not entitled to be indemnified under this Agreement, Section or otherwise. The Corporation may, and provided further that except as provided in Section 2 by action 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 him only if such proceeding was authorized by the 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. If Participant is made a party To the maximum extent permitted under the Act and other applicable law, no Member, Director, or is threatened to Officer of this Company shall be made a party to personally liable for any debt, obligation 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”), 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 Officer 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 was 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 its trustee (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 and/or Fiduciary or, while an Officer and/or Fiduciary, is relating to any liability or was serving as an officer, director, employee or agent damage incurred by reason of any subsidiary act performed or omitted to be performed by such Director or Officer in connection with the business of the Company (Company, including reasonable attorneys’ fees incurred by such Director or otherwise is Officer in connection with the defense of any action based on any such act or was serving at 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 request maximum extent permitted under the Act and other applicable law, in the event of any action by a Unit Holder against any Director, including a derivative suit, the Company including service with respect to any employee benefit plan)shall indemnify, whether the basis save harmless, and pay all costs, liabilities, damages and expenses of such proceeding is alleged action Director, including reasonable attorneys’ fees incurred in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciarythe defense of such action. Notwithstanding the foregoing provisions, he no Director shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists prohibited or may hereafter be amended limited (but, in the case of any such amendment, but only to the extent limited) by the Act. The Company may purchase and maintain insurance on behalf of any Person in such Person’s official capacity against any liability asserted against and incurred by such Person in or arising from that such amendment permits capacity, whether or not the Company to provide broader indemnification rights than said law permitted the 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall would otherwise be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of Person against the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the Boardliability.

Right to Indemnification. If Participant (A) Each person who was or 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”), by reason of the fact that he or she or a person of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee or agent of any subsidiary has agreed to become a director or officer of the Company (Corporation or otherwise is or was serving or has agreed to serve, at the request of the Company Corporation, in any capacity, with any corporation, partnership or other entity in which the Corporation has a partnership or other interest, including service with respect to any employee benefit plan)plans, whether the basis of such proceeding is alleged action in an official capacity as an Officer a director, officer, employee or Fiduciary agent or in any other capacity while serving or having agreed to serve as an Officer and/or Fiduciarya director or officer of the Corporation, he shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the General Corporation Law of the State of DelawareDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation to provide prior to such amendment), or by other applicable law as then in effect, 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) actually and reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of Participant’s his or her heirs, executors and administrators, and (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 except as provided in Section 2 subsection (b)(ii) of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesArticle NINTH, the Company Corporation shall be required indemnify any such person seeking indemnification pursuant to indemnify Participant this subsection in connection with a proceeding (or part thereof) initiated by Participant such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred 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 this Agreement 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 Corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”)disposition; further providedprovided further, however, that, that if the General Corporation Law of the State of Delaware DGCL requires, an advancement the payment of such expenses incurred by Participant a current, former or proposed director or officer in his or her capacity as an Officer and/or a Fiduciary 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 Participant such person while an Officer and/or a Fiduciarydirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Company Corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch indemnified person, to repay all amounts so advanced if it shall ultimately be determined that he such indemnified person is not entitled to be indemnified under this Agreement, Article NINTH or otherwise. The Corporation may, and provided further that except as provided in Section 2 by action of this Agreement with respect to proceedings seeking to enforce rights to the Board, provide indemnification or an advancement to employees or agents of expenses, the Company shall be required to advance expenses to Participant in connection Corporation with a proceeding initiated by him only if such proceeding was authorized by the Boardsame scope and effect as the foregoing indemnification of directors and officers.

Right to Indemnification. If Participant 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 (including, without limitation, as a witness) in any actual threatened, pending or threatened completed action, suit or proceeding, whether civil, criminal, administrative or investigative 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 such Person, or a Person of which such Person is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving a Member, Manager or Officer (or serves or served as an officer, director, employee or agent of any subsidiary a member of the Company (board or otherwise is an officer of a Subsidiary of Holdings LLC or was serving other entity at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he Holdings LLC) shall be indemnified and held harmless in respect thereof (other than in respect of claims by the Company 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 permitted by the General Corporation Law of the State of Delawareapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Holdings LLC to provide broader indemnification rights than said law permitted the Company Holdings LLC to provide prior to such amendment)) against judgments, or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’ fees, judgmentspenalties, fines, ERISA excise taxes or penalties settlements and amounts to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in defending connection with such Proceeding, appeal, inquiry or investigation (each an “Indemnifiable Loss”), if such Person acted in good faith and in a manner the Person reasonably believed to be in the best interests of Holdings LLC or 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 proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if case unless such indemnification would be prohibited by the General Corporation Law laws of the State of Delaware requires, an advancement if Holdings LLC were a corporation or such Indemnifiable Loss shall have been the result of expenses incurred a breach by Participant in his capacity as an Officer and/or a Fiduciary (and not in such Person of any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to of the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in Section 2 provisions of this Agreement or any of the other Transaction Agreements, in 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 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 deemed contract rights, and no amendment, modification or repeal of this Article VII shall have the effect of limiting or denying any such rights with respect to proceedings seeking actions taken, omissions occurring, or Proceedings, appeals, inquiries or investigations arising prior to enforce rights to indemnification any amendment, modification or an advancement of expenses, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the Boardrepeal.

Right to Indemnification. If Participant 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 (including, without limitation, as a witness) in any actual threatened, pending or threatened completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “proceeding”"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 of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee or agent of any subsidiary a Representative of the Company (or otherwise while a Representative of the Company is or was serving at the request of the Company including service with respect to any as a Representative, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer plan or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he enterprise shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of DelawareAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)) against judgments, or by other applicable law as then in effect, 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service attorneys' fees) actually incurred by such Person in connection with such Proceeding, and indemnification under Section 10 of this Agreement shall continue as to an employee benefit plan) a 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 made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwisedeemed contract rights, and provided further no amendment, modification or repeal of Section 10 of this Agreement 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 expressly acknowledged that except as the indemnification provided in Section 2 10 of this Agreement with respect to proceedings seeking to enforce rights to could involve indemnification for negligence or an advancement under theories of expenses, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the Boardstrict liability.

Right to Indemnification. If Participant Each person who was or is made a party or ------------------------ is threatened to be made a party to or is otherwise involved (including, without limitation, including involvement as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “"proceeding”), ") by reason of the fact that he or she is or was an Officer and/or Fiduciary a director or officer of the corporation or, while an Officer and/or Fiduciary, is a director or was serving as an officer, director, employee or agent of any subsidiary officer of the Company (or otherwise corporation, is or was serving at the request of the Company 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 any an employee benefit planplan (an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as an Officer a director or Fiduciary officer or in any other capacity while serving as an Officer and/or Fiduciarya director or officer, he shall be indemnified and held harmless by the Company corporation to the fullest extent permitted authorized by the Delaware General Corporation Law of the State of DelawareLaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company corporation to provide for broader indemnification rights than said law permitted as of the Company to provide prior to such amendmentdate this First Restated Certificate of Incorporation is filed with the State of Delaware), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’ attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by him such indemnitee in connection therewith and such indemnification shall continue after Participant as to an indemnitee who has ceased to be an Officer and/or a Fiduciary director, officer, employee or agent and shall inure to the benefit of Participant’s the indemnitee's heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement 11.3 below, with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesindemnification, the Company corporation shall be required to indemnify Participant any such indemnitee in connection with a proceeding (or part thereof) initiated by Participant such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement Section 11.2 shall be a contract right and shall include the right to be paid by obligation of the corporation to pay the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement "advance of expenses”"); further provided, however, that, that if and to the General Corporation Law of extent that the State of Delaware Board requires, an advancement advance of expenses incurred by Participant an indemnitee in his or her capacity as an Officer and/or a Fiduciary director or officer (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciarysuch indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company corporation of an undertaking (an "undertaking, if permitted by Federal Law"), by or on behalf of Participantsuch indemnitee, 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 he such indemnitee is not entitled to be indemnified for such expenses under this Agreement, Section 11.2 or otherwise. The corporation may, by action of its Board, provide indemnification to employees and provided further that except agents of the corporation with the same or lesser scope and effect as provided in Section 2 the foregoing indemnification 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 him only if such proceeding was authorized by the Boarddirectors and officers.

Right to Indemnification. If Participant Each person who was or 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 suit, claim or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is a director or was serving as an officer, director, employee or agent of any subsidiary officer of the Company (Corporation or otherwise is or was serving at the request of the Company 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 any employee benefit plan)plans maintained or sponsored by the Corporation, whether the basis of such proceeding is alleged action in an official capacity as an Officer a director, officer, employee or Fiduciary agent or in any other capacity while serving as an Officer and/or Fiduciarya director, he officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the General Corporation Law of the State of Delaware, DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation 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 Employee Retirement Income Security Act of 1974 excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary director, officer, employee or agent and shall inure to the benefit of Participant’s his or her heirs, executors and administrators; provided, however, that except as provided in Section 2 10.4 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesArticle X, the Company Corporation shall be required to indemnify Participant any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by Participant such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the BoardDirectors.

Right to Indemnification. If Participant is made a party or is threatened to be made a party to or is involved (includingThe Issuer shall indemnify and hold harmless, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware, applicable law as the same it presently exists or may hereafter be amended amended, each Shareholder, its Affiliates and its direct and indirect partners (butincluding partners of partners and shareholders and members of partners), in members, shareholders, managers, directors, officers, employees and agents and each Person who controls any of them within the case meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) sustained or suffered by any such amendmentCovered Person based upon, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)relating to, arising out of, or by other applicable law reason of any third party or governmental claims relating to such Covered Person’s status as then in effect, against all expense, liability and loss a shareholder or controlling person of the Issuer (including attorneys’ feesany and all losses, judgmentsclaims, finesdamages or liabilities under the Securities Act, ERISA excise taxes the Exchange Act or penalties and amounts 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 with any third party or governmental action or claim relating to any action taken or omitted to be paid in settlement) actually and reasonably incurred taken or suffered alleged to have been taken or omitted to have been taken by him in connection therewith and any Covered Person as a shareholder or controlling person, including claims alleging so-called control person liability or securities law liability (any such indemnification shall continue after Participant has ceased to be an Officer and/or claim, a Fiduciary and shall inure to “Claim”). Notwithstanding the benefit of Participant’s heirspreceding sentence, executors and administrators; provided, however, that except as otherwise provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses4.3, the Company Issuer shall be required to indemnify Participant a Covered Person in connection with a proceeding Claim (or part thereof) initiated commenced by Participant such Covered Person only if the commencement of such proceeding Claim (or part thereof) by the Covered Person was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the BoardDirectors.

Right to Indemnification. If Participant 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 (including, without limitation, as a witness) in any actual threatened, pending or threatened completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “proceeding”"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 of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officera Member, director, employee Manager or agent of any subsidiary officer of the Company (or otherwise while a Member, Manager or officer of the Company is or was serving at the request of the Company including service with respect to any as a partner, director, officer, manager, member, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit planplan or other enterprise (a "Covered Person"), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of DelawareAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)) against judgments, or by other applicable law as then in effect, 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 to be paid in settlementreasonable expenses (including, without limitation, attorneys' fees) actually and reasonably incurred or suffered by him such Person in connection therewith with such Proceeding, and indemnification under this Section 12.1 shall continue as to a 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 continue after Participant has ceased include those brought by a Member or the Company. The rights granted pursuant to this Article XII shall be an Officer and/or a Fiduciary deemed contract rights, and no amendment, modification or repeal of this Article XII shall inure have the effect of limiting or denying any such rights with respect to the benefit of Participant’s heirsactions taken or Proceedings arising prior to any such amendment, executors and administratorsmodification 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 2 notwithstanding the foregoing or any other provision of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesAgreement, the Company shall be required not provide indemnification to indemnify Participant any Person in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board respect of Directors of the Company (the “Board”)any Disabling Conduct. The right 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 Covered Person acted in a manner contrary to indemnification conferred the standard set forth in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the BoardSection.

Right to Indemnification. If Participant is made a party or is threatened to be made a party to or is involved (includingThe Company shall indemnify and hold harmless, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation applicable Law of the State of Delaware, as the same it presently exists or may hereafter be amended amended, any Series A Director, the Investors and their respective Affiliates (butother than the Company and its Subsidiaries) and direct and indirect partners (including partners of partners and stockholders and members of partners), in members, stockholders, managers, directors, officers, employees and agents and each Person who controls any of them within the case meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees), sustained or suffered by any such amendmentCovered Person based upon, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)relating to, arising out of, or by other applicable law reason of any third party or governmental claims relating to such Covered Person’s status as then in effect, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes a stockholder or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors controlling person of the Company (including any and all losses, claims, damages or liabilities under the “Board”). The right to indemnification conferred in this Agreement shall include Securities Act, the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further providedExchange Act or other federal or state statutory law or regulation, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, at common law or otherwise, and provided further that except as provided in Section 2 which relate directly or indirectly to the registration, purchase, sale or ownership of this Agreement any equity securities of the Company or to any fiduciary obligation owed with respect to proceedings seeking to enforce rights to indemnification or an advancement of expensesthereto), the Company shall be required to advance expenses to Participant 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 initiated 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 stems from the gross negligence, willful misconduct or fraud of the Series A Director, the Investors and their respective Affiliates (other than the Company and its Subsidiaries). Notwithstanding anything herein to the contrary, in no event shall the aggregate liability of the Company under this Article X exceed an amount equal to the aggregate amount actually funded by him only if such proceeding was authorized Investors pursuant to the Purchase Agreement and this Agreement as of the applicable date of determination, less an amount equal to (i) the 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 date of determination multiplied by (ii) the BoardOriginal Issue Price (as defined in the Certificate of Designations).

Right to Indemnification. If Participant Each person who was or 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”), by reason of the fact that he or she or a person of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a director or agent of any subsidiary officer of the Company (corporation or otherwise is or was serving at the request of the Company corporation as a director or officer of another corporation, or as a controlling person of a partnership, joint venture, trust or other enterprise, including service with respect to any employee benefit plan)plans, whether the basis of such proceeding is alleged action in an official capacity as an Officer a director or Fiduciary officer, or in any other capacity while serving as an Officer and/or Fiduciarya director or officer, he shall be indemnified and held harmless by the Company corporation to the fullest extent permitted authorized by the Delaware General Corporation Law of the State of DelawareLaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company corporation to provide broader indemnification rights than said law Law permitted the Company corporation to provide prior to such amendment), or by other applicable law as then in effect, ) against all expenseexpenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary director or officer and shall inure to the benefit of Participant’s his or her heirs, executors and administrators; providedprovided , howeverhowever , that except as provided in Section 2 7.2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesArticle VII, the Company corporation shall be required to indemnify Participant any such person seeking indemnity in connection with a proceeding (or part thereof) initiated by Participant 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 of Directors of the Company corporation, (c) such indemnification is provided by the “Board”). 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 Agreement 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 contract rights and shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement disposition; provided , however , that the payment of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of such expenses incurred by Participant a director or officer of the corporation in his or her capacity as an Officer and/or a Fiduciary director or officer (and not in any other capacity in which service was or is rendered tendered by Participant such person while an Officer and/or a Fiduciarydirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding, shall be made only upon delivery to the Company corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch 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 he such director or officer is not entitled to be indemnified under this Agreement, Section or otherwise, 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 him only if such proceeding was authorized by the Board.

Right to Indemnification. If Participant Each person who was or is made a party to or is threatened to be made a party to or is otherwise 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”), by reason of the fact that he or she, or a person of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a director or agent of any subsidiary officer of the Company (Corporation or otherwise is or was serving at the request of the Company Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any an employee benefit planplan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as an Officer a director or Fiduciary officer or in any other capacity while serving as an Officer and/or Fiduciarya director or officer, he shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the General Corporation Law of the State of DelawareDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company to provide prior to such amendmentthereto), or by other applicable law as then in effect, 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) actually and reasonably incurred or suffered by him such indemnitee in connection therewith therewith, and such indemnification shall continue after Participant with respect to an indemnitee who has ceased to be an Officer and/or a Fiduciary director or officer and shall inure to the benefit of Participantthe indemnitee’s heirs, executors and administrators; provided, however, that that, except as provided in Section 2 of this Agreement paragraph (B) hereof with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesindemnification, the Company Corporation shall be required to indemnify Participant any such indemnitee in connection with a proceeding (or part thereof) initiated by Participant such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”)Corporation. The right to indemnification conferred in this Agreement Article IX shall be a contract right and 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 disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware DGCL requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) indemnitee shall be made only upon delivery to the Company Corporation of an undertaking (hereinafter an “undertaking, if permitted by Federal Law”), by or on behalf of Participantsuch indemnitee, 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 he such indemnitee is not entitled to be indemnified for such expenses under this Agreement, Article IX or otherwise, 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 him only if such proceeding was authorized by the Board.

Right to Indemnification. If Participant Each person who was or 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 actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an Officer and/or Fiduciary officer of the Corporation or, while an Officer and/or Fiduciary, is a director or was serving as an officer, director, employee or agent of any subsidiary officer of the Company (or otherwise Corporation, is or was serving at the request of the Company Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any an employee benefit planplan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as an Officer a director, officer, employee, agent or Fiduciary trustee or in any other capacity while serving as an Officer and/or Fiduciarya director, he officer, employee, agent or trustee, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted by the General Corporation Law of the State of DelawareDelaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said such law permitted the Company Corporation 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 to be paid in settlement) actually and reasonably incurred or suffered by him such indemnitee in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administratorstherewith; provided, however, that that, except as provided in Section 2 of this Agreement 7.03 with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesexpenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall be required to indemnify Participant any such indemnitee in connection with a proceeding (or part thereof) initiated by Participant such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors Directors. Any reference to an officer of the Company (Corporation in this Article VII shall be deemed to refer exclusively to the “Board”)Chief Executive Officer, President, Chief Financial Officer, Chief Legal Officer or General Counsel and Secretary of the Corporation appointed pursuant to Article IV of these Bylaws, and to any Vice President, Assistant Secretary, Assistant Treasurer or other officer of the Corporation appointed by the Board of Directors pursuant to Article IV of these Bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and bylaws or equivalent organizational documents of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending fact that any such proceeding in advance of its final disposition (hereinafter person who is or was an “advancement of expenses”); further provided, however, that, if the General Corporation Law employee of the State Corporation or an employee of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciarycorporation, includingpartnership, without limitationjoint venture, service to an trust, employee benefit plan) plan or other enterprise, but not an officer thereof as described in the preceding sentence, has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be such an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreementresult in such person being constituted as, or otherwisebeing deemed to be, and provided further that except as provided in Section 2 such an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes 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 him only if such proceeding was authorized by the BoardArticle VII.

Right to Indemnification. If Participant 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 (including, without limitation, as a witness) in any actual threatened, pending or threatened completed action, suit or proceeding, whether civil, criminal, administrative or investigative 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 such Person, or a Person of which such Person is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as a Member, a Manager or an officerOfficer, director, employee the Tax Matters Representative or agent of any subsidiary an officer or member of the Company (or otherwise is or was serving at the request board of the Company including service with respect to any employee benefit plan)a Subsidiary, whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delawareapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)) against judgments, or by other applicable law as then in effect, 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including reasonable attorneys’ and experts’ fees) actually incurred by such Person in defending connection 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 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 deemed contract rights, and no amendment, modification or repeal of this Article VI shall have the effect of limiting or denying any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in Section 2 of this Agreement rights with respect to proceedings seeking actions taken or Proceedings, appeals, inquiries or investigations arising prior to enforce rights to indemnification any amendment, modification or an advancement of expenses, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the Boardrepeal.

Right to Indemnification. If Participant is made a party or is threatened (a) Effective at and after the Closing, Seller hereby agrees to be made a party to or is involved indemnify Buyer and Buyer Parent, and their respective Affiliates (including, without limitationeffective after the Closing, as the Company), directors, officers, agents, employees and representatives and their respective successors and assignees (each, a witness“Buyer Indemnified Party”) against, and agree to 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 actual or threatened action, suit suit, claim or proceeding, whether civil, criminal, administrative or investigative other Proceeding (hereinafter a “proceedingClaim”), whether involving 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, warranty or 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 is 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 was an Officer and/or Fiduciary orother writing delivered pursuant to this Agreement (except for any Ancillary Agreement), while an Officer and/or Fiduciaryshall 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, is or was serving as an officernot including any Ancillary Agreement) shall first seek recovery from the funds in the Indemnity Escrow Account and, directorupon extinguishment of such funds, employee or agent of any subsidiary may thereafter seek indemnification directly from Seller up to the Maximum Indemnity Amount; (iii) Recovery for a Claim may only be made through the one year anniversary of the Company (or otherwise 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 Company including service Escrow Agreement, with respect to any employee benefit plan), whether the basis of such proceeding is alleged action Claim prior to such time; (iv) Seller shall have no liability in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case respect of any such amendment, only Warranty Breach arising from the representations and warranties contained in Section 3.23 (Environmental Matters) to the extent that such amendment permits Warranty Breach is discovered as the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), result of any environmental sampling 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, investigation by or on behalf of Participantany 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 sampling or investigation 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 it shall ultimately be determined Damages that he is not entitled 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 be indemnified under 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 otherwise, and provided further that except as provided in Section 2 of this Agreement other equitable remedies with respect to proceedings seeking the covenants and agreements referred to enforce rights 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 an advancement 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 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 entitled to recover any Damages more than once and recovery by the Company shall be required deemed to advance expenses to Participant in connection with a proceeding initiated be recovery by him only if such proceeding was authorized by the BoardBuyer Indemnified Parties.

Right to Indemnification. If Participant is made a party or is threatened The Company shall to be made a party 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 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 “proceedingIndemnified Persons”), from any liability, loss, or damage incurred by the Indemnified Person by reason of any act performed or omitted to be performed by the Indemnified Person in connection with the business of the Company (including by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, such Person is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving has agreed to serve at the request of the Company including service as a director, officer, employee or agent of another 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, 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 any employee benefit plan)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 an official capacity Person’s obligations under this Agreement and (ii) with respect to any Officer (including the CEO, when acting as an Officer or Fiduciary as a Manager), the Special Independent Manager or in any other capacity while serving as an Officer and/or FiduciaryIndependent Manager, he shall be indemnified and held harmless by only if the Indemnified Person, at the time of such action or inaction, reasonably determined that his or her course of conduct was in, or not opposed to, the best interests of the Company to the fullest extent permitted by the General Corporation Law of the State of Delawareand, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking any criminal action or proceeding, had no reasonable cause to enforce rights 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 or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in Section 2 of this Agreement hereunder 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 him only if 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 (other than a proceeding 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, and notwithstanding the foregoing, without 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 losses suffered that are attributable to actions or omissions by such Indemnified Person or its Affiliates to the extent the act or omission was authorized 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 Boardtime for appeal therefrom has expired and no appeal has been perfected). For purposes of avoiding doubt, the Company’s indemnification obligations as set forth in this Section 5.03 shall not extend or be applicable to actions or omissions of a Manager or Officer when acting in his or her capacity as a manager, officer, director or agent of the Member, Cleco Group, the Partnership or the General Partner.

Right to Indemnification. If Participant (1) Each person who was or 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”"), by reason of the fact that he or she, or a person of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a director or agent of any subsidiary officer of the Company (or otherwise is or was serving at the request of the Company Corporation, including service with respect to any employee benefit plan)plans, whether the basis of such proceeding is alleged action in an official capacity as an Officer a director, officer, employee or Fiduciary agent or in any other capacity while serving as an Officer and/or Fiduciarya director, he officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the Delaware General Corporation Law of the State of DelawareLaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation 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 exercise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary director, officer, employee or agent and shall inure to the benefit of Participant’s his or her heirs, executors executors, and administrators, and (2) the Corporation may indemnify and hold harmless in such manner any person 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 Corporation as a director, officer, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise; provided, however, that except as provided in Section 2 B of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesArticle, the Company Corporation shall be required to indemnify Participant any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by Participant such person only if such proceeding (or part thereof) was authorized by the Board board of Directors directors of the Company Corporation. In the event a director or officer of the Corporation shall serve as a director, officer, employee or agent of any corporation, partnership, joint venture, trust or other enterprise in which the Corporation maintains an investment, it shall be conclusively presumed for purposes of the indemnification provided for in subsection (2) above that such service has been undertaken at the “Board”)request of the Corporation. The foregoing presumption shall apply regardless of whether such director or officer is serving such entity at the request of a third party or that his or her service with such entity was commenced prior to the effectiveness of this article of the certificate of incorporation or prior to his or her becoming an officer or director of the Corporation. The right to indemnification conferred in subsection (1) above shall be a contract right based upon an offer from the Corporation which shall be deemed to be accepted by such person's service or continued service with the Corporation for any period after the adoption of this Agreement article of the certificate of incorporation and 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 disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, if the Delaware General Corporation Law of the State of Delaware requires, an advancement the payment of such expenses incurred by Participant a director or officer in his or her capacity as an Officer and/or a Fiduciary director or officer (and not in any other capacity in which service was or is rendered by Participant such person while an Officer and/or a Fiduciarydirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Company Corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch director or officer, to repay all amounts so advanced if it shall ultimately be determined that he such director or officer is not entitled to be indemnified under this Agreement, Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees or agents of the Corporation with the same scope and provided further that except effect as provided in Section 2 the foregoing indemnification 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 him only if such proceeding was authorized by the Boarddirectors and officers.

Right to Indemnification. If Participant 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 (including, without limitation, as a witness) in any actual threatened, pending or threatened 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 of whom he or she is the legal representative, is or was an Officer and/or Fiduciary officer or Manager of the Company or, while an Officer and/or Fiduciary, is officer or was serving as an officer, director, employee or agent of any subsidiary Manager of the Company (or otherwise Company, is or was serving at the request of the Company including service with respect to any employee benefit plan)as a manager, whether the basis director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of such proceeding is alleged action in an official capacity as an Officer another foreign or Fiduciary domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust or in any other capacity while serving as an Officer and/or Fiduciaryenterprise, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delawareunder applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)) against judgments, or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’ fees, judgmentspenalties, fines, ERISA excise taxes or penalties settlements and amounts to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, 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) shall be made only upon delivery to in the best interests of the Company and (b) such course of an undertakingconduct did not constitute gross negligence, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreementintentional misconduct, or otherwise, knowing violation of law on the part of such Person and provided further that except as provided otherwise was materially in Section 2 accordance with the terms of this Agreement and the Unitholders Agreement. Indemnification under this Article IX shall continue with respect to proceedings seeking a Person who has ceased to enforce serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to indemnification or an advancement of expenses, the Company this Article IX shall be required 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 advance expenses actions taken or Proceedings arising prior to Participant any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a proceeding initiated by him only if such proceeding was authorized by the Boardthis Article IX could involve indemnification for negligence other than gross negligence.

Right to Indemnification. If Participant Each person who was or 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”"), by reason of the fact that he or she or a person of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe 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 an a director, officer, director, employee or agent of any subsidiary another corporation or of the Company (a partnership, joint venture, trust or otherwise is or was serving at the request of the Company other enterprise, including service with respect to any employee benefit plan)plans, whether the basis of such proceeding is alleged action in an official capacity as an Officer a director or Fiduciary officer or in any other capacity while serving or having agreed to serve as an Officer and/or Fiduciarya director or officer, he shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the Delaware General Corporation Law of the State of DelawareLaw, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation to provide prior to such amendment), or by other applicable law as then in effect, ) 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) actually and reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of Participant’s his or her heirs, executors and administrators; providedPROVIDED, howeverHOWEVER, that except as provided in Section 2 of this Agreement with respect to proceedings the Corporation shall indemnify any such person seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant 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 Participant 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 directors of the Company (the “Board”)Corporation. The right to indemnification conferred in this Agreement Article VI shall be a contract right and 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 disposition (hereinafter an “advancement of expenses”)disposition; further providedPROVIDED, howeverHOWEVER, that, if the Delaware General Corporation Law of the State of Delaware requires, an advancement the payment of such expenses incurred by Participant a current, former or proposed director or officer in his or her capacity as an Officer and/or a Fiduciary 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 Participant such person while an Officer and/or a Fiduciarydirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Company Corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch indemnified person, to repay all amounts so advanced if it shall ultimately be determined that he such indemnified person is not entitled to be indemnified under this Agreement, Section or otherwise, 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 him only if such proceeding was authorized by the Board.

Right to Indemnification. If Participant Each person who was or 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 actual or threatened 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 of whom he or she is the legal representative is or was or has agreed to become a director or an Officer and/or Fiduciary officer of the Corporation or, while an Officer and/or Fiduciaryserving as a director or officer, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving has agreed to serve at the request of the Company Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any an employee benefit planplan (hereinafter an “indemnitee”), whether the basis of such proceeding is action alleged action to have been taken or omitted in an official capacity as an Officer a director or Fiduciary officer, or in any other capacity while serving or having agreed to serve as an Officer and/or Fiduciarya director, he officer, employee, agent or trustee, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the General Corporation Law of the State of DelawareDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said such law permitted the Company Corporation to provide prior to such amendment), or by other applicable law as then in effect, 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) actually and reasonably incurred or suffered by him such indemnitee in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administratorstherewith; provided, however, that that, except as provided in Section 2 (d) of this Agreement Article SEVENTH with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesindemnification, the Company Corporation shall be required to indemnify Participant any such indemnitee in connection with a proceeding (or part thereof) initiated by Participant such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the BoardDirectors.

Right to Indemnification. If Participant (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 (includingin, without limitation, as a witness) in any actual or threatened 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”), by reason of the fact that he or she (i) is or was an Officer and/or Fiduciary or, while employee providing service to an Officer and/or Fiduciary, employee benefit plan in which the Corporation or any of its subsidiaries or affiliates participates or is a participating company or (ii) is or was serving as a director or an officer, director, employee or agent of any subsidiary officer of the Company (Corporation or otherwise is or was serving at the request of the Company Corporation as a director or officer (including service with respect elected or appointed positions that are equivalent to any employee benefit plan)director or officer) of another corporation, partnership, joint venture, trust or other enterprise, whether the basis of such proceeding is alleged action in an official capacity as an Officer a director or Fiduciary officer (or equivalent) or in any other capacity while serving as an Officer and/or Fiduciarya director or officer (or equivalent), he shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the General Corporation Law of the State of DelawareDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effectamended, 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 to be paid in settlement) actually and reasonably incurred or suffered by him such indemnitee in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administratorstherewith; provided, however, that that, except as provided in Section 2 of this Agreement 7.3 with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesindemnification, the Company Corporation shall be required to indemnify Participant any such indemnitee in connection with a proceeding (or part thereof) initiated by Participant 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 Company 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 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 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 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, 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 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 reason to constitute at least a majority of the Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, thatthat any individual becoming a director subsequent to such effective date whose election, if or nomination for election by the General Corporation Law stockholders of the State Corporation, was approved by a vote of Delaware requires, an advancement at least a majority of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) the directors then comprising the incumbent board shall be made only upon delivery 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 Company election or removal of an undertaking, if permitted by Federal Law, directors or other actual or threatened solicitation of proxies or consents by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by person other than the Board.

Right to Indemnification. If Participant is made a party or is threatened The Company hereby agrees to be made a party to or is involved indemnify and hold harmless any Person (including, without limitation, as a witnesseach an “Indemnified Person”) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by under the General Corporation Law of the State of DelawareAct, 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 extent that such amendment amendment, substitution or replacement permits the Company to provide broader indemnification rights than said law permitted the Company to provide is providing immediately prior to such amendment), or by other applicable law as then in effect, against all expenseexpenses, liability liabilities and loss losses (including attorneys’ attorney fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlementpenalties) actually and reasonably incurred or suffered by him such Person (or one or more of such Person’s Affiliates) by reason of the fact that such Person is or was a Member or is or was serving as a Manager or Officer or is or was serving at the request of the Company as a managing member, manager, officer, director, principal or member of another corporation, partnership, joint venture, limited liability company, trust or other enterprise if, in connection therewith each case, and unless otherwise determined by the Manager in good faith, such indemnification shall continue after Participant has ceased Indemnified Person acted in good faith and in a manner the Person reasonably believed to be an Officer and/or a Fiduciary and shall inure in or not opposed to the benefit best interests of Participant’s heirsthe Company or of such corporation, executors and administrators; providedpartnership, howeverjoint venture, that except as provided in Section 2 of this Agreement limited liability company, trust or other enterprise, and, with respect to proceedings seeking any criminal action or proceeding, had no reasonable cause to enforce rights believe the Person’s conduct was unlawful; provided that (A) unless the Manager otherwise determines, no Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Person or with respect to advancement a proceeding between such Person or such Person’s Affiliates (excluding, for purposes hereof, the Company’s Member or any of its subsidiaries) on the one hand and the Company or any of its subsidiaries on the other; and (B) no Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Person’s or its Affiliates’ (excluding, for purposes hereof, the Company shall be required to indemnify Participant in connection with a proceeding Company’s Member’s and its subsidiaries’) present or future breaches of any representations, warranties or covenants by such Indemnified Person or its Affiliates (excluding, for purposes hereof, the Company’s Member and its subsidiaries), employees, agents or part thereof) initiated by Participant only if such proceeding (representatives contained herein or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (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 Participant while an Officer and/or a Fiduciarythe 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 made only upon delivery to paid by the Company as incurred in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking, if permitted by Federal Law, undertaking by or on behalf of Participant, such Indemnified Person to repay all amounts so advanced such amount if it shall ultimately be determined that he such Indemnified Person is not entitled to be indemnified under by the Company. The rights granted pursuant to this Agreement, or otherwiseArticle IV shall be deemed contract rights, and provided further that except as provided in Section 2 no amendment, modification or repeal of this Agreement Article IV shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings seeking arising prior to enforce rights to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article IV could involve indemnification for negligence or an advancement under theories of expenses, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the Boardstrict liability.

Right to Indemnification. If Participant is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witnessa) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary of the The Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company may indemnify to the fullest extent permitted by the General Corporation Law of Act all persons whom it may indemnify pursuant thereto and in the State of Delawaremanner 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 extent that such amendment amendment, substitution or replacement permits the Company to provide broader indemnification rights than said law the Act permitted the Company to provide prior to such amendment, substitution or replacement), or by other applicable law the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person (as then in effecthereinafter defined) against any and all losses, against all expenseclaims, liability and loss (including attorneys’ feesdamages, 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 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) actually and reasonably incurred performed on behalf of the Company, any Member, or suffered by him 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 after Participant has ceased to be an Officer and/or Covered Person is or was acting in connection with the business of the Company as a Fiduciary and shall inure to partner, member, stockholder, controlling affiliate, manager, director, officer, employee or agent of the benefit Company, any Member, or any of Participant’s heirstheir respective controlling affiliates, executors and administratorsor that such Covered Person is or was serving at the request of the Company as a partner, member, manager, director, officer, employee or agent of any person or entity including the Company or any Company subsidiary; provided, however, that except as provided such Covered Person acted in Section 2 good faith and in a manner reasonably believed by such Covered Person to be in, or not opposed to, the best interests of this Agreement the Company and, with respect to proceedings seeking any criminal action or proceeding, had no reasonable cause to enforce rights 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 indemnification such 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 advancement of expensessuch action, suit or proceeding). In connection with the foregoing, the Company termination of any action, suit or 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 Covered Person did not act in good faith and in a manner which he reasonably believed to be required in or not opposed to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors best interests of the 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 Company shall pay the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred by an indemnitee in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch indemnified person, to repay all amounts so advanced if it shall ultimately be determined that he such indemnified person is not entitled to be indemnified under this Agreement, Article VII or otherwise. (d) The provisions of this Section 7.02 shall continue to afford protection to each Covered Person regardless of 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 the benefit of the executors, administrators, legatees and distributees of such Covered Person. (e) Notwithstanding anything contained herein to the contrary, any indemnity by the Company relating to the matters covered in this Section 7.02 shall be provided out of and to the extent of Company assets only, and provided further that except as provided no Member (unless such Member otherwise agrees in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification writing) shall have personal liability on account thereof or an advancement of expenses, the Company shall be required to advance expenses make additional capital contributions to Participant in connection with a proceeding initiated by him only if help satisfy such proceeding was authorized indemnity by the BoardCompany. (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. If Participant is made a party or is threatened to be made a party to or is involved (includingThe Corporation, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted or required by the Delaware General Corporation Law of the State of Delawareor other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendmentamendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said such law permitted the Company 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 or was involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (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 such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other applicable law as then in effectenterprise (including, without limitation, any employee benefit plan) (a "Covered Entity") against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines, ERISA excise taxes or penalties fines and amounts to be paid in settlement) settlement actually and reasonably incurred or suffered by him such person in connection therewith and with such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administratorsProceeding; provided, however, that except 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 2 1 is hereinafter called an "Indemnitee". Any right of this Agreement with respect to proceedings seeking to enforce rights an Indemnitee to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The contract right to indemnification conferred in this Agreement and shall include the right to be paid by receive, prior to the corporation the reasonable expenses (including attorneys’ fees) incurred in defending conclusion of any such proceeding in advance Proceeding, payment of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of any expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 Indemnitee in connection with a proceeding initiated by him only if such proceeding was authorized by proceeding, consistent with the Boardprovisions of applicable law as then in effect and the other provisions of this Article.

Right to Indemnification. If Participant is made a party or is threatened to be made a party to or is involved (includingThe Corporation shall indemnify and hold harmless, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware, 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 (butincluding partners of partners and stockholders and members of partners), in members, stockholders, managers, directors, officers, employees and agents and each Person who controls any of them within the case meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) sustained or suffered by any such amendmentCovered Person based upon, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)relating to, arising out of, or by other applicable law reason of any third party or governmental claims relating to such Covered Person’s status as then in effect, against all expense, liability and loss a Covered Person (including attorneys’ feesany and all losses, judgmentsclaims, finesdamages or liabilities under the Securities Act, ERISA excise taxes the Exchange Act or penalties and amounts 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 with any third party or governmental action or claim relating to any action taken or omitted to be paid in settlement) actually and reasonably incurred taken or suffered alleged to have been taken or omitted to have been taken by him in connection therewith and any Covered Person as a stockholder or controlling person, including claims alleging so-called control person liability or securities law liability (any such indemnification shall continue after Participant has ceased to be an Officer and/or claim, a Fiduciary and shall inure to “Claim”). Notwithstanding the benefit of Participant’s heirspreceding sentence, executors and administrators; provided, however, that except as otherwise provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses6.3, the Company Corporation shall be required to indemnify Participant a Covered Person in connection with a proceeding Claim (or part thereof) initiated commenced by Participant such Covered Person only if the commencement of such proceeding Claim (or part thereof) by the Covered Person was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the BoardDirectors.

Right to Indemnification. If Participant 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 indemnify Parent and Buyer under this Article 10 unless the aggregate of all Damages to Parent and Buyer collectively exceed Twenty-Five Thousand Dollars (including, without limitation, as a witness$25,000) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a the “proceedingSeller’s Basket”), by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he which case Parent and Buyer shall be indemnified and held harmless by entitled to recover all Damages, including the Company amount equal to the fullest extent permitted by the General Corporation Law 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 extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of ParticipantSeller’s heirs, executors and administratorsBasket; provided, however, that except as provided in Section 2 of this Agreement with respect the Seller’s Basket shall not apply to proceedings seeking any Damages relating to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”)Taxes. The right to maximum aggregate liability of Seller for indemnification conferred in payable under this Agreement shall include not exceed the right payments and consideration that Seller is entitled to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred receive from Buyer in defending any such proceeding in advance accordance with terms and conditions of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciarythis Agreement, 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 plan) shall be made only upon delivery Seller pursuant to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in Section 2 2.3 of this Agreement and the Warrant(s) (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 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 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 proceedings seeking to enforce rights to indemnification the accuracy or an advancement inaccuracy of expensesor compliance with, any such representation, warranty, covenant or obligation. In determining the Company amount of any indemnity, there shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized taken into account any insurance proceeds or other similar recovery or offset realized, directly or indirectly, by the Boardparty to be indemnified. In no event shall any Tax benefit obtained or obtainable 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 the Indemnitee arising from receipt or accrual of indemnity payments (grossed up for such increase).

Right to Indemnification. If Participant 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, without limitation, including involvement as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “proceeding”"Proceeding"), by reason of the fact that he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is a Member or was serving as an officer, director, employee or agent of any subsidiary officer of the Company (or otherwise while a Member or officer of the Company is or was serving at the request of the Company including service with respect to any employee benefit plan)as a director, whether the basis officer, employee, partner, member, manager, trustee, fiduciary or agent of such proceeding is alleged action in an official capacity as an Officer another foreign or Fiduciary domestic limited liability company, corporation, partnership, joint venture or in any other capacity while serving as an Officer and/or Fiduciaryentity or enterprise, he shall may be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of DelawareAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effectamended, against all expense, liability and loss (including attorneys’ attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by him such 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 after Participant as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V shall be an Officer and/or a Fiduciary contract right, and no amendment, modification or repeal of this ARTICLE V shall inure adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the benefit time of Participant’s heirssuch amendment, executors and administrators; provided, however, repeal or modification. It is expressly acknowledged that except as the indemnification provided in Section 2 this ARTICLE V could involve indemnification for negligence or under theories of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the Boardstrict liability.

Right to Indemnification. If Participant Each person who was or 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 threatened, pending or threatened 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 of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee or agent of any subsidiary has agreed to become a Director or officer of the Company (or otherwise is or was serving or has agreed to serve at the request of the 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 any employee benefit plan)plans, whether the basis of such proceeding is alleged action in an official capacity as an Officer a Director or Fiduciary officer or in any other capacity while serving or having agreed to serve as an Officer and/or Fiduciarya Director or officer, he shall be indemnified and held harmless by the Company to the fullest extent permitted authorized by the General Corporation Law of the State of DelawareAct, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, ) 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) actually and reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of Participant’s his or her heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by Participant such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”)Directors. The right to indemnification conferred in this Agreement Section 8 shall be a contract right and shall include the right to be paid by the corporation Company the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, if the General Corporation Law of the State of Delaware Act requires, an advancement the payment of such expenses incurred by Participant a current, former or proposed Director or officer in his or her capacity as an Officer and/or a Fiduciary 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 Participant such person while an Officer and/or a FiduciaryDirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch indemnified person, to repay all amounts so advanced if it shall ultimately be determined that he such indemnified person is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the Board8.2.

Right to Indemnification. If Participant Each person who was or 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 of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a director or agent of any subsidiary officer of the Company (Corporation or otherwise is or was serving at the request of the Company Corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to any an employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Company Corporation (and any successor to the Corporation by merger or otherwise) to the fullest extent permitted by authorized by, and subject to the General Corporation Law of conditions and (except as provided herein) procedures set forth in the State of DelawareDGCL, as the same exists or may hereafter be amended (but, in but any such amendment shall not be deemed to limit or prohibit the case rights of indemnification hereunder for past acts or omissions of any such amendment, only to the extent that person insofar as such amendment permits limits or prohibits the Company to provide broader indemnification rights than that said law permitted the Company Corporation to provide prior to such amendment), or by other applicable law as then in effect, against all expenseexpenses, liability liabilities and loss losses (including attorneys’ fees, judgments, fines, ERISA excise taxes truces or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administratorstherewith; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings the Corporation shall indemnify any such person seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant such person (except for a suit or action pursuant to Section 6.2 hereof) only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (Corporation. Persons who are not directors or officers of the “Board”)Corporation and are not so serving at the request of the Corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors of the Corporation. The right to indemnification conferred in this Agreement Section 6.1 also shall include the right to be paid by the corporation Corporation (and such successor) the reasonable expenses (including attorneys’ fees) incurred in defending the defense of or other involvement in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, if and to the General Corporation Law extent the DGCL requires, the payment of such expenses (including attorneys’ fees) incurred by a director or officer in advance of the State final disposition of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) proceeding shall be made only upon delivery to the Company Corporation of an undertaking, if permitted by Federal Law, undertaking by or on behalf of Participant, such director or officer to repay all amounts so advanced paid in advance if it shall ultimately be determined that he such director or officer is not entitled to be indemnified under this Agreement, Section 6.1 or otherwise, ; and provided further that except further, that, such expenses incurred by other employees and agents may be so paid in advance upon such terms and conditions, if any, as provided in Section 2 the Board 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 him only if such proceeding was authorized by the BoardDirectors deems appropriate.

Right to Indemnification. If Participant is made a party or is threatened (a) Subject to be made a party to or is involved (includingSection 4.8, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified will indemnify and held hold harmless by the Company each Indemnified Person to the fullest extent permitted by under the General Corporation Law of the State of DelawareDelaware Act, as the same exists or may hereafter be amended or replaced (but, in the case of any such amendment, but then only to the extent that such amendment or replacement permits the Company to provide broader indemnification rights that are broader than said law permitted those provided by the Company to provide prior to immediately before such amendment), amendment or by other applicable law as then in effect, replacement) against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and Damages reasonably incurred by such Indemnified Person or suffered by him such Indemnified Person’s Affiliates in connection therewith and the defense or investigation of any Proceeding threatened or brought against the Indemnified Person because such indemnification shall continue after Participant has ceased to be an Officer and/or Indemnified Person is or was a Fiduciary and shall inure to Unitholder or is or was serving as a Manager, officer, employee, agent or representative of the benefit Company or, at the Company’s request, as a principal, equityholder, director, manager, officer, employee, agent or representative of Participant’s heirs, executors and administratorsany Company Group entity or other Person; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall will not be required obligated to indemnify Participant in connection with a proceeding any Indemnified Person (except to the extent such Indemnified Person is entitled to or part thereofreceives exculpation under Section 6.1) initiated by Participant only if such proceeding for (or part thereofi) was 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, (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ feesC) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was legal action or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to claim brought against the Company of an undertaking, if permitted by Federal Law, Group by or on behalf of Participant, the Indemnified Person or any of the Indemnified Person’s Affiliates (other than an action or claim to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified enforce the Indemnified Person’s rights under this Agreement), (D) any legal action or claim brought against an employee by the Company Group, (E) any legal action by or on behalf of such Indemnified Person or any 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 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 provided further that except will continue as provided 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 denied indemnification under this Section 2 of this Agreement 6.2 merely because the Indemnified Person had an interest in the transaction with respect to proceedings seeking which the indemnification applies but such transaction is not 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 enforce rights to indemnification or an advancement of expenses, be indemnified by the Company shall be required or the Company’s obligation to advance expenses indemnify any Indemnified Person pursuant to Participant this Section 6.2 as in connection effect immediately before such amendment, modification or repeal with a proceeding initiated by him only if respect to claims arising from or relating to events occurring or circumstances existing, in whole or in part, before such proceeding was authorized by the Boardamendment, modification or repeal, regardless of when such claims arise or are asserted.

Right to Indemnification. If Participant (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 (including, without limitation, as a witness) in any actual threatened, pending or threatened completed action, suit or proceeding, whether civil, criminal, administrative or investigative 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 of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as a Member or an officerIndemnitee (including, directorfor the avoidance of doubt, employee the role or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect position that qualified such Person to any employee benefit planbe an Indemnitee), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of DelawareAct, as the same exists or may hereafter be amended (butamended, in the case of any such amendment, only but subject to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then limitations expressly provided in effectthis Agreement, 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) actually incurred by such Indemnitee in defending any connection with such proceeding Proceeding, and indemnification under this Section 17 shall continue as to a Person who has ceased to serve in advance of its final disposition (hereinafter an “advancement of expenses”)the capacity which initially entitled such Indemnitee to indemnity hereunder; further provided, however, that, if except to the General Corporation Law 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 indemnification provided 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 be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the State Managers, as a matter of Delaware requireslaw or otherwise, an advancement of expenses incurred by Participant both as to actions in his the Indemnitee’s capacity as an Officer and/or a Fiduciary (Indemnitee and not as to actions in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciarycapacity, including, without limitation, service and shall continue as to an employee Indemnitee who has ceased to serve in such capacity and shall inure to the benefit planof the heirs, successors, 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 made only upon delivery secondary to such subsidiary’s obligations to advance or indemnify and such 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 undertakingIndemnitee with respect to a matter for which such Indemnitee was entitled to seek advances or indemnification under Section 17(b), if permitted by Federal Lawthen 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 the immediately preceding sentence, by the provisions of this Section 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 benefit of any other Persons. (v) No amendment, modification or on behalf repeal of Participantthis Section 17(b) or any provision hereof shall in any manner terminate, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled 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 Indemnitee under this Agreement, or otherwise, and provided further that except as provided in Section 2 accordance with the provisions of this Agreement Section 17(b) as in effect immediately prior to such amendment, modification or repeal with respect to proceedings seeking claims arising from or relating to enforce rights matters occurring, in whole or in part, prior to indemnification such amendment, modification or an advancement repeal, regardless of expenses, the Company shall when such claims may arise or be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the Boardasserted.

Right to Indemnification. If Participant is made a 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 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 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 a party to or is involved (including, without limitation, such Covered Person’s status as a witnessstockholder 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 actual third party or threatened governmental claim, action, suit or proceeding, whether civil, criminal, administrative or investigative investigative, 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 stockholder or controlling person, including claims alleging so-called control person liability or securities law liability (hereinafter any such claim, action, suit or proceeding, a “proceeding”), by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law 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 extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “BoardClaim”). The right For the avoidance of doubt, (i) the foregoing indemnification rights shall not apply to Oaktree and (ii) Oaktree shall remain entitled to the indemnification conferred provisions set forth in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law Article VI of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the BoardAugust 2019 XXX.

Right to Indemnification. If Participant 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 (including, without limitation, as a witness) in any actual or threatened 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 “proceedingProceeding”), by reason of the fact that he such Person (a) is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, the Member or a Director or is or was serving as an officer, director, employee or agent of any subsidiary Officer of the Company or (b) while the Member or otherwise a Director or a Person serving as an Officer of the Company is or was serving at the written request of the Company including service with respect to any as a manager, member, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar official or functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan)plan or other enterprise, whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent that would be permitted by the General Corporation Law of the State of Delaware, Delaware (“DGCL”) as the same exists or may hereafter be amended (but, but in the case of any such amendment, only to the extent that such amendment permits the Company to provide provides broader indemnification rights than said law permitted were provided by the Company 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 judgments, penalties (including excise and similar taxes and punitive damages), or by other applicable law as then in effectfines, against all expensesettlements and reasonable expenses (including, liability and loss (including without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by him such Person in connection therewith with such Proceeding, and such indemnification under this Article VIII shall continue after Participant as to a Person who has ceased to be an Officer and/or a Fiduciary serve in the capacity which initially entitled such Person to indemnity hereunder with respect to actions or omissions prior to such cessation and shall inure to the benefit of Participant’s the heirs, executors and administrators; providedadministrators of such Person. The rights granted pursuant to this Article VIII shall be deemed contract rights, howeverand no amendment, that except as provided in Section 2 modification or repeal of this Agreement Article VIII shall have the effect of limiting or denying any such rights with respect to proceedings seeking actions or omissions or Proceedings arising prior to enforce rights any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VIII could involve indemnification for negligence or liabilities under theories of strict liability. Notwithstanding any other provision of this Article VIII, no Person shall be entitled to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in Section 2 of this Agreement Article VIII with respect to proceedings seeking any Proceeding (or any claim in any Proceeding) initiated or made by such Person without the express prior approval of the Board. Notwithstanding any other provision of this Article VIII, and in addition to enforce rights the other limitations on indemnification under the DGCL incorporated herein as aforesaid, no Person shall be entitled to indemnification or an advancement of expensesunder this Article VIII against judgments, the Company shall be required to advance penalties, fines, settlements and expenses to Participant in connection with a proceeding initiated by him only if the extent they result from actions or omissions involving gross negligence or willful misconduct on the part of such proceeding was authorized by the BoardPerson.

Right to Indemnification. If Participant Each person who was or is made a party to or is threatened to be made a party to or is involuntarily involved (including, without limitation, as a witness) in any actual or threatened 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 of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a director or agent of any subsidiary officer of the Company (corporation or otherwise is or was serving (during such person’s tenure as director or officer) at the request of the Company including service with respect to corporation, any employee benefit plan)other corporation, partnership, joint venture, trust or other enterprise in any capacity, whether the basis of such proceeding a Proceeding is an alleged action in an official capacity as an Officer a director or Fiduciary officer or in any other capacity while serving as an Officer and/or Fiduciarya director or officer, he shall be indemnified and held harmless by the Company corporation to the fullest extent permitted authorized by the California General Corporation Law of the State of DelawareLaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company corporation to provide broader indemnification rights than said law permitted the Company corporation to provide prior to such amendment), or by other applicable law as then in effect, against all expenseexpenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”)therewith. The right to indemnification conferred in this Agreement Section shall be a contract right and shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding a Proceeding in advance of its final disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, if the California General Corporation Law requires, the payment of such expenses in advance of the State final disposition of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) Proceeding shall be made only upon delivery to receipt by the Company corporation of an undertaking, if permitted by Federal Law, undertaking by or on behalf of Participant, such director or officer to repay all amounts so advanced if it shall ultimately be determined that he such director or officer is not entitled to be indemnified under this Agreement, Section or otherwise, and provided further that except as provided in Section 2 . No amendment to or repeal of this Agreement Section 5.05 shall apply to or have any effect on any right to indemnification provided hereunder with respect to proceedings seeking any acts or omissions occurring prior to enforce rights to indemnification such amendment or an advancement of expenses, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the Boardrepeal.

Right to Indemnification. If Participant Each Person who 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 actual threatened, pending or threatened 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 is or was an Officer and/or Fiduciary the Manager, or a manager, officer, employee, agent or Affiliate of the Manager or the Company or, while an Officer and/or Fiduciarythat being or having been the Manager, is or was serving as an a manager, officer, directoremployee, employee agent or agent of any subsidiary Affiliate of the Company (Manager or otherwise the Company, s/he is or was serving at the request of the Company including service with respect to any as a officer, director, manager, partner, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, employee benefit planplan or other enterprise in which the Company has an interest, including but not limited to a Special Purpose Entity (an "Indemnitee"), whether the basis of such the proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciarysuch officer, he director, manager, member, partner, trustee, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delawareagainst all losses, as the same exists claims, damages (compensatory, exemplary, punitive or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendmentotherwise), or by other applicable law as then in effect, against all expense, liability liabilities and loss expenses (including attorneys’ ' fees, costs, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlementsettlement and any other expense) actually and reasonably incurred or suffered by him such Indemnitee in connection therewith with such Proceeding, and such indemnification shall continue after Participant as to 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 Officer and/or a Fiduciary interest, and shall inure to the benefit of Participant’s the Indemnitee's heirs, executors and administrators; provided, however, that except . Except as provided in Section 2 of this Agreement 8.2(d) with respect to proceedings Proceedings seeking to enforce rights to indemnification or to advancement of expensesindemnification, the Company shall be required to indemnify Participant any such Indemnitee in connection with a proceeding Proceeding (or any part thereofof such Proceeding) initiated by Participant such Indemnitee only if such proceeding a Proceeding (or part thereofsuch part) was authorized or ratified by the Board of Directors of the Company (the “Board”)Manager. The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) Section 8.2 shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the Boardcontract right.

Right to Indemnification. If Participant is made 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 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 (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), violation by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent Company of any subsidiary rule or regulation promulgated under the Securities Act or any state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with such registration, unless (a) such untrue statement or otherwise is alleged untrue statement or omission or alleged omission was serving at the request of 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 including service with respect to any employee benefit plan)in connection therewith by such Holder expressly for use therein, whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended unless (but, b) in the case of a sale directly by such Holder, 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 which were delivered to such Holder on a timely basis, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation for the sale of the Registrable Shares to the person asserting any such amendmentloss, only to the extent that claim, damage or liability in any case where such amendment permits the Company to provide broader indemnification rights than said law permitted the 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be delivery is required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the BoardSecurities Act.

Right to Indemnification. If Participant 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 (including, without limitation, as a witness) in any actual threatened, pending or threatened completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter hereinafter, a “proceedingProceeding”), by reason of 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 fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary activities of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he its Subsidiaries shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delawareunder applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)) against judgments, or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’ fees, judgmentspenalties, fines, ERISA excise taxes or penalties settlements and amounts to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, 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 planbe in the best interests of the 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 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 be made only upon delivery 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 Company 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 any such Person if permitted by Federal Law, by or such Person was acting on behalf of Participant, itself or was not solely acting in the capacity that gave rise to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except its status 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 him only if such proceeding was authorized by the BoardCovered Person.

Right to Indemnification. If Participant Each person who was or 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 “proceedingProceeding”), by reason of the fact that he such person, or a person of whom such person is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a Director or agent of any subsidiary officer of the Company (Corporation or, while a Director or otherwise officer of the Corporation, is or was serving at the request of the Company 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 any employee benefit plan)plans, whether the basis of such proceeding Proceeding is alleged action in an official capacity as an Officer a Director, officer, employee or Fiduciary agent or in any other capacity while serving as an Officer and/or Fiduciarya Director, he officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the General Corporation Law of the State of DelawareDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effectamended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes amounts paid or penalties and amounts 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) actually and reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary Director, officer, employee or agent and shall inure to the benefit of Participantsuch person’s heirs, executors and administrators; provided, however, that that, except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesparagraph (b) hereof, the Company Corporation shall be required to indemnify Participant any such person seeking indemnification in connection with a proceeding Proceeding (or part thereof) initiated by Participant such person only if such proceeding Proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”)Directors. The right to indemnification conferred Corporation may pay the expenses incurred in this Agreement shall include the right defending any such Proceeding in advance of its final disposition; any advance payments to be paid by the corporation Corporation within 20 calendar days after the reasonable expenses (including attorneys’ fees) incurred in defending any receipt by the Corporation of a statement or statements from the claimant requesting such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”)or advances from time to time; further provided, however, that, if to the General Corporation Law of extent the State of Delaware DGCL requires, an advancement the payment of such expenses incurred by Participant a Director or officer in his such person’s capacity as an Officer and/or a Fiduciary Director or officer (and not in any other capacity in which service was or is rendered by Participant such person while an Officer and/or a FiduciaryDirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Company Corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch Director or officer, to repay all amounts so advanced if it shall ultimately be determined that he such Director or officer is not entitled to be indemnified under this Agreement, Section 7.02 or otherwise. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and provided further that except as provided rights to have the Corporation pay the expenses incurred in Section 2 defending any Proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Agreement Article VII with respect to proceedings seeking to enforce rights to the indemnification or an and advancement of expenses, expenses of Directors and officers of the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the BoardCorporation.

Right to Indemnification. If Participant The provision in this ARTICLE VIII that an “officer” shall be indemnified and held harmless by the Corporation is intended to mean an “Elected Officer.” Accordingly, the term “officer” in ARTICLE VIII shall mean “Elected Officer” as such term is defined in ARTICLE IV, Section 1 of the Bylaws of the Corporation. Each person who was or 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 actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary officer of the Company (Corporation or otherwise such director or officer of the Corporation is or was serving at the request of the Company Corporation as a director, officer, manager, employee, agent or trustee of another corporation or of a partnership, limited liability company joint venture, trust or other enterprise, including service with respect to any an employee benefit planplan (hereinafter an “indemnitee”), whether the basis of such proceeding is an alleged action in an official capacity as an Officer or Fiduciary a director, officer, manager, employee, agent, trustee or in any other capacity while serving as an Officer and/or Fiduciarya director, he officer, manager, employee, agent or trustee shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the Delaware General Corporation Law of the State of DelawareLaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said such law permitted the Company Corporation 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 to be paid in settlement) actually and reasonably incurred or suffered by him such indemnitee in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administratorstherewith; provided, however, that that, except as provided in Section 2 3 of this Agreement Article VIII with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesindemnification, the Company Corporation shall be required to indemnify Participant any such indemnitee in connection with a proceeding (or part thereof) initiated by Participant such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the BoardCorporation.

Right to Indemnification. If Participant (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 (includingin, without limitation, as a witness) in any actual or threatened 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”), by reason of the fact that he or she is or was a director or an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary officer of the Company (Corporation or otherwise while a director or an officer of the Corporation is or was serving at the request of the Company Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any an employee benefit planplan (hereinafter an “indemnitee”), whether the basis or by reason of such proceeding is alleged action in an official capacity as an Officer anything done or Fiduciary not done by him or her in any other capacity while serving as an Officer and/or Fiduciarysuch capacity, he shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the General Corporation Law of the State of DelawareDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effectamended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA XXXXX excise taxes or taxes, penalties and amounts to be paid in settlementsettlement by or on behalf of the indemnitee) actually and reasonably incurred or suffered by him such indemnitee in connection therewith therewith, all on the terms and conditions set forth in these Bylaws; provided, however, that, except as otherwise required by law or provided in Section 6.4 with respect to suits to enforce rights under this Article VI, the Corporation shall indemnify any such indemnitee in connection with a 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 continue be paid in full by the Corporation not later than 60 days after Participant has ceased 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 be an Officer and/or 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 Fiduciary and shall inure to majority of the benefit Board of Participant’s heirs, executors and administratorsDirectors; provided, however, that except 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 provided in Section 2 though such individual were a member of the incumbent board, but excluding, for this Agreement purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to proceedings seeking 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 enforce rights an officer of the Corporation in this Article VI shall be deemed to indemnification or refer exclusively to advancement of expensesthe Chief Executive Officer, the Company shall be required to indemnify Participant in connection with a proceeding Secretary and any officer of the Corporation (or part thereof1) initiated by Participant only if such proceeding (or part thereof) was authorized 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 Company 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 certificate of incorporation and bylaws (the “Board”)or equivalent organizational documents) of such other enterprise. The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending fact that any such proceeding in advance of its final disposition (hereinafter person who is or was an “advancement of expenses”); further provided, however, that, if the General Corporation Law employee of the State Corporation or an employee of Delaware requiresany other enterprise has been given or has used the 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 Corporation or of such other enterprise shall not, by itself, result in such person being constituted as, or being deemed to be, an advancement officer of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any the Corporation or of such other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, and provided further that except as provided in Section 2 enterprise for purposes 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 him only if such proceeding was authorized by the BoardArticle VI.

Right to Indemnification. If Participant 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 (including, without limitation, as a witness) in any actual threatened, pending or threatened 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 “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 such Person, or a Person of which such Person is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officera Member, directormanager, employee director or agent of any subsidiary of the Company (or otherwise is or was serving at the request of the Company including service with respect to any employee benefit plan)officer or, whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciaryeach case, he a representative thereof, shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of Delawareapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)) against judgments, or by other applicable law as then in effect, 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection 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 an employee benefit plan) the extent resulting from such gross negligence, fraud or intentional misconduct Indemnification under this Section VIII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section VIII shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwisedeemed contract rights, and provided further that except as provided in Section 2 no amendment, modification or repeal of this Agreement Section VIII shall have the effect of limiting or denying any such rights with respect to proceedings seeking actions taken or Proceedings, appeals; inquiries or investigations arising prior to enforce rights any amendment, modification or repeal. Notwithstanding anything in this Section 8.1 to indemnification or an advancement of expensesthe contrary, the Company indemnification provided by this Section 8.1 shall be required only apply to advance expenses to Participant in connection with a proceeding initiated Proceedings brought by him only if third party claimants against such proceeding was authorized Member, director or officer and not Proceedings brought by the BoardCompany against such Member; director or officer.

Right to Indemnification. If Participant (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 that is made a party director, officer, employee, agent or is threatened representative of the Member, and any other persons as the Member may reasonably designate from time to be made a party 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 involved (includingproceedings, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”)investigative, by reason of that relate to the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is or was serving as an officer, director, employee or agent of any subsidiary operations of the Company (in which any Indemnitee may be involved, or otherwise is threatened to be involved, as a party or was serving at the request otherwise, unless it is established that an act or omission of the Company including service with respect to any employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the Company Indemnitee was material to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only matter giving rise to the extent that such amendment permits claim, demand, action, suit or proceeding and (i) was committed in bad faith, (ii) was the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)result of active and deliberate dishonesty, or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes iii) constituted gross negligence or penalties and amounts to be paid in settlement) actually and reasonably incurred willful misconduct or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 willful breach of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in agreement to which service was or such Indemnitee is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service party. Any indemnification pursuant to an employee benefit plan) this Section 3.1 shall be made only upon delivery out of the assets of the Company, and the Member shall not be required to contribute or advance funds to the Company to enable the Company to satisfy its obligations under this Section 3.1; (b) Reasonable expenses incurred by an Indemnitee who is a party to a proceeding shall be paid or reimbursed by the Company in advance of an undertakingthe final disposition of the proceeding upon receipt by the Company of (i) a written affirmation by the Indemnitee of the Indemnitee's good faith belief that it is entitled to indemnification by the Company pursuant to this Section 3.1 with respect to such expenses and proceeding, if permitted by Federal Law, and (ii) a written undertaking by or on behalf of Participantthe 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 he is adjudged not to have been entitled to be indemnified indemnification under this Agreement, or otherwise, and provided further that except as provided in Section 2 3.1; and (c) The provisions of this Agreement with respect Section 3.1 are for the benefit of each Indemnitee, its heirs, successors, assigns and administrators and shall not be deemed to proceedings seeking to enforce create any rights to indemnification or an advancement for the benefit of expenses, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the Boardany other persons.

Right to Indemnification. If Participant Each person who was or 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 threatened, pending or threatened completed claim, action, suit suit, proceeding or proceedinginvestigation, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe 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 an a director, officer, director, employee or agent of any subsidiary another corporation or of the Company (a partnership, joint venture, trust or otherwise is or was serving at the request of the Company other enterprise, including service with respect to any employee benefit plan)plans, whether the basis of such proceeding is alleged action in an official capacity as an Officer a director or Fiduciary officer or in any other capacity while serving or having agreed to serve as an Officer and/or Fiduciarya director or officer, he shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the General Corporation Law of the State of DelawareDGCL, as the same exists or may hereafter be amended amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation to provide prior to such amendment), or by other applicable law as then in effect, ) 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) actually and reasonably incurred or suffered by him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of Participant’s his or her heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings the Corporation shall indemnify any such person seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant 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 Participant 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 Company (the “Board”). The right to indemnification conferred in this Agreement Article VI shall be a contract right and 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 disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, if the General Corporation Law of the State of Delaware DGCL requires, an advancement the payment of such expenses incurred by Participant a current, former or proposed director or officer in his or her capacity as an Officer and/or a Fiduciary 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 Participant such person while an Officer and/or a Fiduciarydirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Company Corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch indemnified person, to repay all amounts so advanced if it shall ultimately be determined that he such indemnified person is not entitled to be indemnified under this Agreement, Section or otherwise, 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 him only if such proceeding was authorized by the Board.

Right to Indemnification. If Participant Each person who was or 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”"), by reason of the fact that he or she, or a person of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a director or agent of any subsidiary officer of the Company (Corporation or, if a director or otherwise officer of the Corporation, is or was serving at the request of the Company 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 any employee benefit plan)plans, whether the basis of such proceeding is alleged action in an official capacity as an Officer a director or Fiduciary officer or in any other capacity while serving as an Officer and/or Fiduciarya director or officer, he shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the Delaware General Corporation Law of the State of DelawareLaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation 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 him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary director or officer and shall inure to the benefit of Participant’s his or her heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesparagraph B hereof, the Company Corporation shall be required to indemnify Participant any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by Participant such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”)Corporation. The right to indemnification conferred in this Agreement Section shall be a contract right and 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 disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, if the Delaware General Corporation Law of the State of Delaware requires, an advancement the payment of such expenses incurred by Participant a director or officer in his or her capacity as an Officer and/or a Fiduciary director or officer (and not in any other capacity in which service was or is rendered by Participant such person while an Officer and/or a Fiduciarydirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Company Corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch director or officer, to repay all amounts so advanced if it shall ultimately be determined that he such director or officer is not entitled to be indemnified under this Agreement, Section or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and provided further that except agents of the Corporation with the same scope and effect as provided in Section 2 the foregoing indemnification 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 him only if such proceeding was authorized by the Boarddirectors and officers.

Right to Indemnification. If Participant 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 (including, without limitation, as a witness) in any actual threatened, pending or threatened completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (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 of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee or agent of any subsidiary a Member of the Company (or otherwise Affiliate thereof or any of their respective representatives or an officer of the Company, or while such a Person is or was serving at the request of the Company including service with respect to any as a director, officer, manager, partner, venturer, member, trustee, employee, agent or similar functionary of another foreign or domestic general partnership, corporation, limited partnership, joint venture, limited liability company, trust, employee benefit planplan or other enterprise (each an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as an Officer or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall be indemnified and held harmless by the 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 permitted by the General Corporation Law of the State of DelawareAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law Laws permitted the Company to provide prior to such amendment), or by other applicable law as then in effectagainst judgments, against all expensepenalties (including excise and similar taxes and punitive damages), liability fines, settlements and loss reasonable expenses (including attorneys’ and experts’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by him such Person in connection therewith with such Proceeding, and such indemnification under this Article VI shall continue after Participant as to a Person who has ceased to be an Officer and/or a Fiduciary 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 Participantand arising from such Person’s heirs, executors and administratorsactivities while acting in such capacity; provided, however, that except as provided in no Person shall be entitled to indemnification under this Section 2 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, and no amendment, modification or repeal of this Article VI shall have the effect of limiting or denying any such rights with respect to proceedings seeking actions taken or Proceedings arising prior to enforce rights to any such amendment, modification or repeal. It is acknowledged that the indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred provided in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance Article VI could involve indemnification for negligence or under theories of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the Boardstrict liability.

Right to Indemnification. A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 8.65 of the IBCA, or (iv) for any transaction from which the director derived an improper personal benefit. If Participant the IBCA is made amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a party director or the corporation shall be eliminated or limited to the full extent permitted under the IBCA, as so amended. Any repeal or modification of this Article 7, Paragraph 1 by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. The corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or is involved (including, without limitation, as a witness) in any actual or threatened completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), other than an action by or in the right of the corporation) by reason of the fact that he is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciary, is a director or was serving as an officer, director, employee or agent of any subsidiary officer of the Company (corporation, or otherwise is or was serving at the request of the Company corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including service attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to be the best interests of the corporation, and, with respect to any employee benefit plan)criminal action or proceeding, whether has no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or 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 basis of such proceeding is alleged action person did not act in an official capacity as an Officer good faith and in a manner which he reasonably believed to be in or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he shall not opposed to be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law best interests of the State of Delawarecorporation, as the same exists or may hereafter be amended (butor, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking any criminal action or proceeding, had reasonable cause to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) believe that his conduct was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwise, 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 him only if such proceeding was authorized by the Boardunlawful.

Right to Indemnification. If Participant 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 (including, without limitation, as a witness) in any actual Proceeding, or threatened actionany appeal in such a Proceeding, suit or proceeding, whether civil, criminal, administrative any inquiry or investigative (hereinafter investigation that could lead to such a “proceeding”)Proceeding, by reason of the fact that he or she, or a person of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a Member or agent of any subsidiary Manager of the Company (or otherwise while a Member or Manager of the Company is or was serving at the request of the Company including service with respect to any as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan), whether the basis of such proceeding is alleged action in an official capacity as an Officer plan or Fiduciary or in any other capacity while serving as an Officer and/or Fiduciary, he enterprise shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of the State of DelawareRMLLA, as the same exists exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment)) against judgments, or by other applicable law as then in effect, 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 to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith and such indemnification shall continue after Participant has ceased to be an Officer and/or a Fiduciary and shall inure to the benefit of Participant’s heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expenses, the Company shall be required to indemnify Participant in connection with a proceeding (or part thereof) initiated by Participant only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement shall include the right to be paid by the corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by Participant in his capacity as an Officer and/or a Fiduciary (and not in any other capacity in which service was or is rendered by Participant while an Officer and/or a Fiduciary, including, without limitation, service attorney's fees) actually incurred by such person in connection with such Proceeding, and indemnification under this Article shall continue as to an employee benefit plan) 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 made only upon delivery to the Company of an undertaking, if permitted by Federal Law, by or on behalf of Participant, to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Agreement, or otherwisedeemed contract rights, and provided further that except as provided in Section 2 no amendments, modification or repeal of this Agreement Article shall have the effect of limiting or denying any such rights with respect to proceedings seeking actions taken or Proceeding arising prior to enforce rights to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or an advancement under theories of expenses, the Company shall be required to advance expenses to Participant in connection with a proceeding initiated by him only if such proceeding was authorized by the Boardstrict liability.

Right to Indemnification. If Participant (A) Each person who was or 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”), by reason of the fact that he or she, or a person of whom he or she is or was an Officer and/or Fiduciary or, while an Officer and/or Fiduciarythe legal representative, is or was serving as an officer, director, employee a director or agent of any subsidiary officer of the Company (Corporation, or otherwise is serves, in any capacity, any corporation, partnership or was serving at other entity in which the request of the Company Corporation has a partnership or other interest, including service with respect to any employee benefit plan)plans, whether the basis of such proceeding is alleged action in an official capacity as an Officer a director, officer, employee or Fiduciary agent or in any other capacity while serving as an Officer and/or Fiduciarya director, he officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the General Corporation Law of the State of DelawareDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company Corporation to provide broader indemnification rights than said law permitted the Company Corporation 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 him such person in connection therewith and such indemnification shall continue after Participant as to a person who has ceased to be an Officer and/or a Fiduciary director, officer, employee or agent and shall inure to the benefit of Participant’s his or her heirs, executors and administrators, and (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 except as provided in Section 2 subsection (b)(ii) of this Agreement with respect to proceedings seeking to enforce rights to indemnification or to advancement of expensesSection, the Company Corporation shall be required indemnify any such person seeking indemnification pursuant to indemnify Participant this subsection in connection with a proceeding (or part thereof) initiated by Participant such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company (the “Board”). The right to indemnification conferred in this Agreement 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 Corporation the reasonable expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”)disposition; further provided, however, that, that if the General Corporation Law of the State of Delaware DGCL requires, an advancement the payment of such expenses incurred by Participant a director or officer in his or her capacity as an Officer and/or a Fiduciary the director or officer (and not in any other capacity in which service was or is rendered by Participant such person while an Officer and/or a Fiduciarydirector or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Company Corporation of an undertaking, if permitted by Federal Law, by or on behalf of Participantsuch director or officer, to repay all amounts so advanced if it shall ultimately be determined that he such director or officer is not entitled to be indemnified under this Agreement, Section or otherwise. The Corporation may, and provided further that except as provided in Section 2 by action 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 him only if such proceeding was authorized by the Board, provide indemnification to employees or agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.