Common use of Right to Indemnification Clause in Contracts

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managers.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director manager or stockholder member of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationLLC 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managers.

Right to Indemnification. Each Person who was or Employer shall indemnify and defend Executive if Executive is made a party party, or is threatened to be made a party party, to any threatened, pending or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it Executive is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder officer or Executive of the Sole Member Employer or any of its subsidiaries or affiliates, in its which capacity as sole member of the Company, or Executive is or was serving at the request of the Company Employer as a director, manager officer, Executive or officer agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee Executive benefit plan (an “Indemnitee”)plans, whether or not the basis of such Proceeding is the Executive’s alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holdera director, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted Executive or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment)agent, against all expenseliabilities, liability and loss costs, expenses (including reasonable attorneys’ fees), judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) settlement actually and reasonably incurred or suffered by such Indemnitee him in connection therewith; provided, however, that, except as provided with such Proceeding to the fullest extent and in Section 5.6 with respect to Proceedings to enforce rights to indemnificationthe manner set forth in and permitted or authorized by Employer’s certificate of incorporation or bylaws, the Company general corporation law of the state of incorporation of Employer, resolutions of the Board, and any other applicable law, as from time to time in effect. Such indemnification shall indemnify any such Indemnitee continue as to Executive even if he has ceased to be a director, officer, Executive or agent of Employer or other entity and shall inure to the benefit of Executive’s heirs, executors and administrators. Employer shall advance to Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within twenty (20) days after receipt by Employer of a written request for such advance. Such request shall include undertakings by Executive (i) to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses and (ii) to assign to Employer all rights of Executive to indemnification under any policy of directors and officers liability insurance to the extent of the amount of expenses actually paid by Employer to or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managerson behalf of Executive.

Right to Indemnification. Each Person Subject to the limitations and conditions as provided in this Article 8, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, she or it a person of which he is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including including, without limitation, reasonable attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee person in connection therewith; providedwith such Proceeding, howeverappeal, thatinquiry or investigation, except and indemnification under this Article 8 shall continue as provided to a person who has ceased to serve in Section 5.6 the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article 8 shall be deemed contract rights, and no amendment, modification or repeal of this Article 8 shall have the effect of limiting or denying any such rights with respect to Proceedings actions taken or Proceedings, appeals, inquiries or investigations arising prior to enforce rights any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article 8 could involve indemnification for negligence or under theories of strict liability. Notwithstanding the foregoing, no such indemnity shall extend to indemnificationany officer to the extent that any Proceeding or such judgment, penalty, fine, settlement or expense results from Improper Conduct on the Company shall indemnify any part of such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersofficer.

Right to Indemnification. Each Person who was or is made The Company shall indemnify, and on ------------------------ request shall advance funds to, the Employee for expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement if the Employee becomes a party to, or is threatened to be made a party to to, any threatened, pending or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative (a “Proceeding”)otherwise, by reason of the fact that he, she or it the Employee (a) is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member employee of the Company, or (b) is or was serving at the request of the Company as a director, manager officer, partner, trustee, employee or officer agent of another limited liability company, corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether in the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified manner and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if applicable law; provided, however, that the Company were a Delaware corporationshall not indemnify the Employee (a) in any proceeding by or in the right of the Company against such Employee wherein the Employee shall have been adjudged to be liable to the Company; (b) in any proceeding charging improper personal benefit to the Employee, as whether or not involving action in the same exists Employee's official capacity, in which the Employee was adjudged to be liable on the basis that personal benefit was improperly received; or may hereafter be amended (butc) it is established that (i) the act or omission of the Employee was material to the matter giving rise to the proceeding and the act or omission was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the indemnitee actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal proceeding, the Employee had reasonable cause to believe the act or omission was unlawful. If applicable law is hereafter amended, any such amendment, amendment shall apply to this Agreement only to the extent that such amendment permits broader mandated by law and only as to the activities of the Employee subject to indemnification rights than such law permitted prior pursuant to this subsection 11.1 which occur subsequent to the effective date of such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managers.

Right to Indemnification. Each 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 otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (any such proceeding, appeal, inquiry or investigation being hereinafter called a “Proceeding”), by reason of the fact that he, she or it such Person (a) is or was the Sole Member, Member or a Manager, Director or is or was serving as an Officer, or an officer, director or stockholder Officer of the Sole Company or (b) while the Member in its capacity or a Director or a Person serving as sole member an Officer of the Company, or Company is or was serving at the written request of the Company as a manager, member, director, manager officer, partner, venturer, proprietor, trustee, employee, agent, or officer similar official or functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent that would be permitted or required by the Delaware General Corporation Law as if of the Company were a State of Delaware corporation, (“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 provides broader indemnification rights than such law permitted were provided by the 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), against all expensefines, liability settlements, claims, other liabilities and loss reasonable expenses (including including, without limitation, attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Article VIII shall continue as to a Person who has ceased to 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 the heirs, executors and administrators of such Person. The rights granted pursuant to this Article VIII shall be deemed contract rights, and no amendment, modification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions or omissions or Proceedings arising prior to any such amendment, 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 advancement of expenses under this Article VIII with respect to 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 the other limitations on indemnification under the DGCL incorporated herein as aforesaid, no Person shall be entitled to indemnification under this Article VIII against judgments, penalties, fines, excise taxes under settlements and expenses to the Employee Retirement Income Security Act extent they result from actions or omissions involving gross negligence or willful misconduct on the part of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersPerson.

Right to Indemnification. Each Person The Company shall indemnify each person or entity who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit suit, proceeding or proceedingalternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Membera member, a Manager, an Officer, manager or an officer, director or stockholder officer of the Sole Member in its capacity as sole member Company or, while a member, manager or officer of the Company, or is or was serving at the request of the Company as a directormanager, manager officer, member, manager, partner, trustee, employee or officer agent of another corporation, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether where the basis of such Proceeding is alleged action in an official capacity as an equity holdera manager, officer, member, manager, director partner, trustee, employee or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Companyagent, to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewithwith such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a manager, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 5.6 4.3 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Managers. The Company may, by resolution of the Board of Managers, provide indemnification and Advancement of Expenses (as defined in Section 4.2) to employees and agents of the Company with the same scope and effect as the indemnification and advancement of expenses provided to members, managers and officers in this Section 4.

Right to Indemnification. Each 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 otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “"Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, Manager or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys’ fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including, as amended and as may be further amended from time to time (“ERISA”)without limitation, or penalties and amounts paid in settlementattorneys' fees) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand 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, thatand no amendment, except as provided in Section 5.6 modification or repeal of this Article VI shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article VI could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person who was The Company shall indemnify each Member against any and all liabilities and reasonable expenses that may be incurred by, in connection with, or is made a party resulting from, (a) any threatened, pending or is threatened to be made a party to or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (collectively, a “Proceeding”), (b) an appeal in such a Proceeding or (c) any inquiry or investigation that could lead to such a Proceeding, all to the full extent permitted by reason of applicable law. Upon a determination by the fact that heMember to do so, she the Company may indemnify persons who are or it is or was the Sole Member, were a Manager, an Officer, or an officer, director employee or stockholder agent of the Sole Member Company both in its capacity their capacities as sole member of the Companysuch and, or is or was if serving at the request of the Company as a director, manager manager, officer, trustee, employee, agent or officer similar functionary of another foreign or domestic corporation, limited liability company, corporationtrust, partnership, joint venture, trust sole proprietorship, employee benefit plan or other enterprise, including service with respect in each of those capacities, against any and all liability and reasonable expense that may be incurred by them in connection with, or resulting from, (a) any Proceeding, (b) an appeal in such a Proceeding or (c) any inquiry or investigation that could lead to such a Proceeding, all to the full extent permitted by applicable law. The Company will pay or reimburse to the Member and, upon a determination by the Member to do so, the Company may pay or reimburse to all persons who are or were a Manager, officer, employee or agent of the Company, in advance of the final disposition of the Proceeding, all reasonable expenses incurred by such person who was, is or is threatened to be made a named defendant or respondent in a Proceeding to the full extent permitted by applicable law. Upon a determination by the Member to do so, the Company may indemnify persons who are or were an employee or agent (other than a Manager or officer) of the Company, or persons who are not or were not employees or agents of the Company but who are or were serving at the request of the Company as a director, officer, trustee, employee, agent or similar functionary of another foreign or domestic corporation, limited liability company, trust, partnership, joint venture, sole proprietorship, employee benefit plan or other enterprise (an “Indemnitee”)collectively, whether along with the basis managers, officers, employees and agents of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, such persons are referred to herein as “Corporate Functionaries”) against any and all liability and reasonable expense that may be incurred by them in connection with, or resulting from, (a) any Proceeding, (b) an appeal in such a Proceeding or (c) any inquiry or investigation that could lead to such a Proceeding, all to the fullest full extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, as the same exists or may hereafter applicable law. The rights of indemnification provided for in this Article VI shall be amended (but, in the case of addition to all rights to which any such amendment, only to the extent that such amendment permits broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as Corporate Functionary may be further amended from time to time (“ERISA”), entitled under any agreement or penalties and amounts paid in settlement) reasonably incurred vote of Members or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (matter of law or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersotherwise.

Right to Indemnification. Each Subject to the limitations and conditions provided in this Article X, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, she or it such Person is or was the Sole a Member, a Manager, an Officer, or an officer, director employee or stockholder agent of the Sole Member in its capacity as sole member Company or while a Member, Manager, officer, employee or agent of the Company, or Company is or was serving at the request of the Company as a Manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent, or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified indemnified, defended and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if Act and the Company were a Delaware corporationDGCL, as the same exists exist or may hereafter hereinafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment) against claims, damages, liabilities, judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable costs or expenses (including including, without limitation, attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee Person in connection with such Proceeding, whether or not such Person is acting in such capacity at the time such liability or expense is paid or incurred, if, in the matter giving rise to such Proceeding, the Person acted, or omitted to act, in good faith and in a manner the Person reasonably believed to be not opposed to the best interest of the Company. The termination of any Proceeding (by judgment, order or part thereof) initiated settlement shall not, of itself, create a presumption that the Person did not act, or omit to act, in good faith and in a manner that the Person reasonably believed to be not opposed to the best interest of the Company. The right of indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which any Person may otherwise be entitled by such Indemnitee only if such Proceeding (contract or part thereof) was authorized by as a matter of law or equity and shall extend to his, her or its heirs, successors, assigns and personal representatives. It is expressly acknowledged that the Managersindemnification provided in this Article X could involve indemnification for negligence of the Person indemnified or under theories of strict liability.

Right to Indemnification. Each Person Subject to the limitations and conditions as provided in this Article VIII, each person or entity (“Person”) who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that hehe or she, or a Person of whom he or she or it is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity as sole member Company or, while an officer of the Company, or is or was serving at the request of the Company as a manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationunder 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 such said law permitted the Company to provide prior to such amendment)) against judgments, against all expensepenalties, liability fines, settlements and loss reasonable expenses (including including, without limitation, 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 be in the best interests of the Company and (b) such course of conduct did not constitute gross negligence, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”)intentional misconduct, or penalties knowing violation of law on the part of such Person and amounts paid otherwise was materially in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 accordance with the terms of this Agreement. Indemnification under this Article VIII shall continue with respect to Proceedings a Person who has ceased to enforce serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to indemnificationthis Article VIII shall be deemed contractual rights, and no amendment, modification or repeal of this Article VIII shall have the Company shall indemnify effect of limiting or denying any such Indemnitee 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 connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersthis Article VIII could involve indemnification for negligence other than gross negligence.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise subject to or involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)Action, by reason of the fact that he, she or it is or was a Member (including the Sole Managing Member), a Manager, an Officer, is or was serving as the Company Representative (including any “designated individual”) or the Continuing Member Representative or an officer, manager or director (or stockholder equivalent) or, at the discretion of the Sole Member in its capacity as sole member Managing Member, any employee or agent, of the CompanyManaging Member, the Company or any of its Subsidiaries, or is or was an officer, manager or director (or equivalent) or, at the discretion of the Managing Member, any employee or agent, of the Managing Member, the Company or any of its Subsidiaries serving at the request of the Managing Member or the Company or any of its Subsidiaries as a directoran officer, manager or officer director (or equivalent) or, at the discretion of the Managing Member, any employee or agent, of another limited liability company, corporation, partnership, joint venture, limited liability company, trust or other enterpriseentity or which relates to or arises out of the property, business or affairs of the Company or any of its Subsidiaries, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding Action is alleged action in an official capacity as an equity holdera director, manager, director officer, employee or officer agent or in any other capacity while serving as an equity holderofficer, manager, director director, employee or officeragent, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability Liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“Indemnifiable Losses”); provided, however, that, such Indemnitee shall not be entitled to indemnification if such Indemnitee’s conduct constituted fraud or a knowing violation of Law; provided, further, however, except as provided in Section 5.6 7.4(d) with respect to Proceedings Actions to enforce rights to indemnification, the Company shall indemnify any such Indemnitee pursuant to this Section 7.4 in connection with a Proceeding an Action (or part thereofthereof but excluding any compulsory counterclaim) initiated by such Indemnitee only if such Proceeding Action (or part thereofthereof but excluding any compulsory counterclaim) was authorized by the ManagersBoard.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “"Proceeding”"), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “"Indemnitee”"), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, manager, director or officer, employee or agent shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, 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 Corporation to provide broader indemnification rights than such law permitted prior to such amendmentthereto), against all expense, liability and loss (including attorneys’ ' fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee's heirs, executors and administrators; provided, however, that, except as provided in Section 5.6 3 of this Article IV with respect to Proceedings to enforce 75 rights to indemnification, the Company Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the Corporation.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise subject to or involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)Action, by reason of the fact that he, she or it is or was the Sole Member, a Member or Manager, an Officer, is or was serving as the Company Representative (including any “designated individual”) or the Continuing Member Representative or an officer, manager or director (or stockholder equivalent) or, at the discretion of the Sole Member in Board, any employee or agent, of PubCo, the Company or any of its capacity as sole member of the CompanySubsidiaries, or is or was an officer, manager or director (or equivalent) or, at the discretion of the Board, any employee or agent, of PubCo, the Company or any of its Subsidiaries serving at the request of the Board or the Company or any of its Subsidiaries as a directoran officer, manager or officer director (or equivalent) or, at the discretion of the Board, any employee or agent, of another limited liability company, corporation, partnership, joint venture, limited liability company, trust or other enterpriseentity or which relates to or arises out of the property, business or affairs of the Company or any of its Subsidiaries, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding Action is alleged action in an official capacity as an equity holdera director, manager, director officer, employee or officer agent or in any other capacity while serving as an equity holderofficer, manager, director director, employee or officeragent, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability Liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“Indemnifiable Losses”); provided, however, that, such Indemnitee shall not be entitled to indemnification if such Indemnitee’s conduct constituted fraud or a knowing violation of Law; provided, further, however, except as provided in Section 5.6 7.6(d) with respect to Proceedings Actions to enforce rights to indemnification, the Company shall indemnify any such Indemnitee pursuant to this Section 7.6 in connection with a Proceeding an Action (or part thereofthereof but excluding any compulsory counterclaim) initiated by such Indemnitee only if such Proceeding Action (or part thereofthereof but excluding any compulsory counterclaim) was authorized by the ManagersBoard.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit suit, claim or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it a person of whom he or she is the legal representative is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”)plans maintained or sponsored by the Corporation, whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 Corporation to provide broader indemnification rights than such said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee person in connection therewiththerewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, that except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification10.4 of this Article X, the Company Corporation shall indemnify any such Indemnitee person seeking indemnification in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee person only if such Proceeding proceeding (or part thereof) was authorized by the Managersboard of directors.

Right to Indemnification. Each 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 otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “"Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, Manager or an officer, director or stockholder Member of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, company shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys’ fees, judgmentsexise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including, as amended and as may be further amended from time to time (“ERISA”)without limitation, or penalties and amounts paid in settlementattorney's fees) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand 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 indemnify hereunder. The rights granted pursuant to this Article VI shall be deemed contract rights, thatand no amendments, except as provided in Section 5.6 modification or repeal of this Article VI shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnificationsuch amendment, modification or repeal. It is expressly acknowledged that the Company shall indemnify any such Indemnitee indemnification provided in connection with a Proceeding (this Article VI could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person who was or is made a party or is threatened (a) Subject to be made a party to or is otherwise involved the limitations and conditions as provided in any actionthis Article IX, suit or proceedingthe Company shall provide indemnification for members of its Board of Directors, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason members of committees of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder Board of the Sole Member in its capacity as sole member Directors and of other committees of the Company, or is or was serving at the request of and its officers, and the Company as a directormay provide indemnification for its agents and employees, manager or officer of and those serving another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether enterprise at the basis request of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, in each case to the fullest maximum extent permitted or required by the Delaware General Corporation Law as if the Limited Liability Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththe State of Delaware; provided, however, thatthat the Company may limit the extent of such indemnification by individual contracts with its directors and executive officers; and, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnificationprovided, further, that the Company shall not be required to indemnify any such Indemnitee person in connection with a Proceeding any proceeding (or part thereof) initiated by such Indemnitee only if person or any proceeding by such Proceeding person against the Company or its directors, officers, employees or other agents unless (or part thereofi) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the ManagersBoard of Directors or (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Limited Liability Company Act of the State of Delaware; and (b) To the fullest extent not prohibited by the Limited Liability Company Act of the State of Delaware, as it exists on the date this Agreement is adopted or as such law may later be amended, no director of the Company shall be liable to the Company or its Member for monetary damages for any breach of fiduciary duty as a director. No amendment to or repeal of this Section 9.3 shall adversely affect any right or protection of a director of the Company that exists at the time of such amendment or repeal with respect to any actions taken, or inactions, prior thereto.

Right to Indemnification. Each Person 2.1 The Company shall, except to the extent prohibited by applicable law as then in effect, indemnify any Indemnitee who is or was or is made involved in any manner (including, without limitation, as a party or witness), or is threatened to be made a party to or is otherwise involved so involved, in any threatened, pending, or completed investigation, claim, action, suit suit, or proceeding, proceeding whether civil, criminal, administrative administrative, or investigative (including, without limitation, any action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor) (herein referred to as a “Proceeding”), ) by reason of the fact that he, she or it such person is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member officer of the Company, or and/or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment)Company affiliate, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) settlement actually and reasonably incurred or suffered by such Indemnitee person in connection therewithwith such Proceeding; provided, . however, that, except as provided in Section 5.6 Paragraph 3.4, the foregoing shall not apply to a director or officer of the Company with respect to Proceedings a Proceeding that was commenced by such director or officer. Such indemnification shall include the right to enforce rights to indemnification, receive payment in advance of any expenses incurred by the Company shall indemnify any such Indemnitee in connection with such Proceeding, consistent with the provisions of applicable law as then in effect. 2.2 Notwithstanding the obligation of the Company to indemnify attorneys’ fees as above provided in Paragraph 2.1, as a Proceeding condition to being so indemnified the following shall apply. With regard to any “Proceeding” (as above defined), there will be groups the members of which have totally common interests — i.e., their goals are identical and there are no conflicts-of-interest among them. At such time as the determination of these groups has been completed (such determination to be made by “Independent Counsel” [as hereafter defined] if the parties involved cannot make such determination among themselves), each group shall, by majority vote of those comprising such group, select a single attorney or part thereoflaw firm to serve as (exclusive) initiated legal counsel for all of the members of such group. In the event that any member of any such group acts independently by retaining the legal services of any other attorney or law firm to additionally or separately represent him, her, or it, all legal fees and expenses of such Indemnitee only if independently retained attorney or law firm shall be the (sole) responsibility of such Proceeding (or part thereof) was authorized by independently acting member of the Managersgroup.

Right to Indemnification. Each 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 otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that hehe or she, or a Person of whom he or she or it is the legal representative, is or was a Member of the Sole MemberCompany or Affiliate thereof or any of their respective representatives, a Manager, an Officer, a member of a committee of the Company or an officer, director or stockholder of the Sole Member in its capacity as sole member Officer of the Company, or while such a Person is or was serving at the request of the Company as a director, manager officer, partner, venturer, member, trustee, employee, agent or officer similar functionary of another limited liability companyforeign or domestic general partnership, corporation, limited partnership, joint venture, trust or other enterpriselimited liability company, including service with respect to an trust, employee benefit plan or other enterprise (each an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the CompanyCompany 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 or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter hereinafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law said Laws permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including attorneys’ and experts’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewithwith 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 for any and all liabilities and damages related to and arising from such Person’s activities while acting in such capacity; provided, however, thatthat no Person shall be entitled to indemnification under this Section 7.1 if the Proceeding involves acts or omissions of such Person which constitute an intentional breach of this Agreement or gross negligence on the part of such Person. The rights granted pursuant to this Article VII shall be deemed contract rights, except as provided in Section 5.6 and no amendment, modification or repeal of this Article VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is acknowledged that the indemnification provided in connection with a Proceeding (this Article VII could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person The Corporation shall indemnify any person who was or is made a party involved in or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)investigative, by reason of the fact that he, she or it he is or was the Sole Member, a Manager, an Officer, Director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager director or officer (including, without limitation, a trustee) of another corporation, limited liability company, corporation, partnership, joint venture, trust or other enterpriseenterprise (such person, including service with respect to an employee benefit plan (an “Indemniteeindemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if of the Company were a Delaware corporationState of Delaware, 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) settlement and expenses (including, without limitation, attorneys’ fees), actually and reasonably incurred or suffered by such Indemnitee him in connection therewith; providedwith such action, however, thatsuit or proceeding. Notwithstanding the foregoing, except as provided in Section 5.6 (7) of this Article VI with respect to Proceedings proceedings to enforce rights to indemnificationindemnification and advancement of expenses, the Company Corporation shall indemnify any such Indemnitee an indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee the indemnitee, if and only if such Proceeding the Board of Directors authorized the bringing of the action, suit or proceeding (or part thereof) was authorized by in advance of the Managerscommencement of the proceeding.

Right to Indemnification. Each Person who was The Company shall defend, indemnify and hold harmless the Indemnitee from and against any and all Damages asserted against or is made a party suffered or is threatened to be made a party to incurred by the Indemnitee in connection with any Claim brought by any Person, including any Third Party, in respect of, relating to, or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it the Indemnitee is or was the Sole Membera director, a Manager, an Officer, or an officer, director manager, employee, agent or stockholder representative of the Sole Member in its capacity as sole member of the Company, Company or is or was serving at the request of the Company as a director, manager officer, manager, employee or officer agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”)Person, whether the basis of such Proceeding Claim is alleged action or inaction in an official capacity as an equity holdera director, officer, manager, director employee, agent or officer representative or in any other capacity while serving as an equity holdera director, officer, manager, director employee, agent or officer, shall be indemnified and held harmless by the Companyrepresentative, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted prior to such amendmentthereto), against all expenseand such indemnification shall continue after the Indemnitee has ceased to be a director, liability officer, manager, employee, agent or representative and loss (including attorneys’ feesshall inure to the benefit of the Indemnitee’s heirs, judgmentsexecutors, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended trustees and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewithadministrators; provided, however, that, except as provided in Section 5.6 4 hereof with respect to Proceedings proceedings to enforce rights to indemnificationindemnification and advancement of Defense Costs, the Company shall indemnify any such the Indemnitee in connection with a Proceeding any Claim (or part thereof) initiated by such the Indemnitee only if such Proceeding Claim (or part thereof) was authorized by the Managersboard of directors of the Company.

Right to Indemnification. Each Person The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that hehe or she, or a person for whom he or she or it is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity as sole member Corporation or, while a director or officer of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager officer, employee, member, trustee, partner, manager, representative or officer agent of another corporation or of a partnership, limited liability company, corporation, partnership, joint venture, trust trust, enterprise or other enterprisenonprofit entity, including service with respect to an employee benefit plan plans maintained or sponsored by the Corporation (an “Indemnitee”), whether the basis of in such Proceeding is alleged action in an official capacity as an equity holderdirector, officer, employee, member, trustee, partner, manager, director representative or officer agent or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment)such, against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974or penalties, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, howeverif 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 Corporation, thatand, except as provided in Section 5.6 with respect to Proceedings any criminal action or proceeding, had no reasonable cause to enforce rights to indemnification, the Company believe such person’s conduct was unlawful. The Corporation shall indemnify any such an Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if the initiation of such Proceeding (or part thereof) by the Indemnitee was authorized by the ManagersBoard of Directors.

Right to Indemnification. Each Person who 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 otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), completed proceeding by reason of the fact that he, she or it Indemnitee is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving 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 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 (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another limited liability company, corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, including service with 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 to of an employee benefit plan (an “Indemnitee”), whether the basis alleged breach of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Companyfiduciary duties, to the fullest extent permitted under Section 102(b)(7) of the 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 required by 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 Delaware General Corporation Law as if best interests of the Company were a Delaware corporationCompany, 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 pending or completed action or suit by or in the right of the Company to 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 the extent that such amendment permits broader rights of indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee provided for herein in connection therewithwith such action or suit if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the 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, except as provided the Delaware Court of Chancery or the court in Section 5.6 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 Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to Proceedings any criminal action or proceeding, had reasonable cause to enforce rights believe that Indemnitee’s conduct was unlawful. In addition, neither the failure of the party making the determination as specified in Section 3 below (the “reviewing party”) to indemnificationhave 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. In connection with any determination by the reviewing party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company shall indemnify 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 any such investigation made by or on behalf of Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (any officer, director, employee, agent or part thereof) was authorized by the Managerscontrolling person of Indemnitee.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article 8, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter a “"Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that hesuch Person, she or it a Person of which such Person is the legal representative, is or was the Sole a Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager Advisor or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys’ fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including, as amended without limitation, reasonable attorneys' fees and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlementexpenses) reasonably actually incurred or suffered by such Indemnitee Person in connection therewithwith such Proceeding, appeal, inquiry or investigation, and indemnification under this Article 8 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder; provided, howeverthat such Person shall be entitled to indemnification hereunder only if such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interest of the Company. The rights granted pursuant to this Article 8 shall be deemed contract rights, thatand no amendment, except as provided in Section 5.6 modification or repeal of this Article 8 shall have the effect of limiting or denying any such rights with respect to Proceedings actions taken or Proceedings, appeals, inquiries or investigations arising prior to enforce rights to indemnificationany amendment, the Company shall indemnify any such Indemnitee in connection with a Proceeding (modification or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersrepeal.

Right to Indemnification. Each Person who was Without prejudice to any other rights that Purchaser may have hereunder or is made a party or is threatened under applicable law, Seller agrees to be made a party to or is otherwise involved in indemnify, pay and hold Purchaser and the employees and agents of Purchaser (collectively called the "Indemnitees") harmless from and against, any actionand all liabilities, suit or proceedingobligations, whether civillosses, criminaldamages (including consequential damages, administrative or investigative (a “Proceeding”except as expressly set forth below), penalties, actions, judgments, suits, claims, costs and expenses (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees and reasonable costs of investigation and accountants) (collectively, "Indemnified Amounts"), which arise or result from: (i) any breach by reason Seller of its duties hereunder individually or as the Collection Agent, in connection with the collection of Sold Receivables; (ii) any dispute, claim, offset or defense of any Obligor (other than as a result of the fact that heObligor's bankruptcy or insolvency) to the payment of any Receivable owned by Purchaser (including without limitation a defense based on such Receivable or the underlying Contract not being the legal, she valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms), in either case other than as a result of an act or it is omission of Purchaser not required or was permitted under this Agreement; (iii) any other claim resulting from the Sole Member, a Manager, an Officer, or an officer, director or stockholder sale of the Sole Member in its capacity as sole member Products and Services underlying the Receivable (including without limitation any warranty or product liability claims); or (iv) any breach by Seller of any of the Companyterms, covenants, conditions or is or was serving at the request representations of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, as the same exists or may hereafter be amended (butthis Agreement; excluding, in the case of any such amendmentall cases however, only (A) Indemnified Amounts to the extent that resulting from gross negligence or willful misconduct on the part of such amendment permits broader indemnification rights than Indemnitee, (B) consequential, indirect, punitive or exemplary damages, except such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under damages which are imposed on the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in favor of any third party in connection therewithwith the actions described in (i) through (iv) above, and (C) recourse for uncollectible Receivables and all income and franchise taxes on Purchaser; provided, howeverfurther, thatthat if an arbitrator or court of competent jurisdiction in a final non-appealable order determines that such Indemnified Amounts arose in part from such Indemnitee's gross negligence or willful misconduct, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company Seller shall indemnify any reimburse such Indemnitee in connection with a Proceeding (for the portion of such claim not resulting from such Indemnitee's gross negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managerswillful misconduct. The obligations of Seller pursuant to this Section 10.1 shall survive any termination of this Agreement.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative otherwise (hereinafter a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity Corporation or, while serving as sole member a director or officer of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless and advanced expenses by the CompanyCorporation, in accordance with the Bylaws of the Corporation, to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, except as may be prohibited by applicable law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted prior to such amendmentthereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; providedtherewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, howeverofficer, thatemployee or agent and shall inure to the benefit of the Indemnitee’s heirs, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersexecutors and administrators.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it a person of whom he or she is the legal representative is or was the Sole Member, or has agreed to become a Manager, an Officer, director or an officer of the Corporation or, while serving as a director or officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving or has agreed to serve at the request of the Company Corporation as a director, manager officer, employee, agent or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is action alleged action to have been taken or omitted in an official capacity as an equity holder, manager, a director or officer officer, or in any other capacity while serving or having agreed to serve as an equity holdera director, managerofficer, director employee, agent or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 6.04 of this Article VI with respect to Proceedings proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise subject to or involved in any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Company or is or was serving at the request of the Company as a director, manager officer, employee or officer agent of another limited liability company, corporation, company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct and any other 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 such law permitted the Company to provide prior to such amendment), against all expense, liability Liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 5.6 7.4(d) with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee pursuant to this Section 7.4 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative or any other type whatsoever (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager member, manager, officer, employee, agent or officer trustee of another corporation or of a partnership, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 5.3 with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “Proceedingproceeding”), by reason of the fact that heit, he or she or it is or was the Sole Member, a Manager, an Officer, member or an officer, director or stockholder officer of the Sole Member in its capacity Company or, while serving as sole a member or officer of the Company, or is or was serving at the request of the Company as a manager, director, manager officer, employee or officer agent of another corporation, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holder, a manager, director director, officer, employee or officer agent or in any other capacity while serving as an equity holder, a manager, director director, officer, employee or officeragent, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 7.3 with respect to Proceedings proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized in the first instance by the ManagersSole Member.

Right to Indemnification. Each Person In the event that FIC registers any of the Registrable Shares under the Securities Act, each Holder of the Registrable Shares so registered will indemnify and hold harmless FIC and Purchaser, each of their directors, each of their officers who was have signed or is made a party otherwise participated in the preparation of the registration statement, and each underwriter of the Registrable Shares so registered (including any broker or is threatened dealer through whom such of the shares may be sold) from and against any and all losses, claims, damages, expenses or liabilities, joint or several, to be made a party to which they or is otherwise involved any of them may become subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse FIC or Purchaser and each such director, officer, underwriter or controlling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any actionliability, suit insofar as such losses, claims, damages, expenses, liabilities or proceedingactions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement, whether civil, criminal, administrative in any preliminary or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer amended preliminary prospectus or in any other capacity while serving as an equity holder, manager, director the final prospectus (or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, registration statement or prospectus as amended and as may be further amended from time to time (“ERISA”)amended or supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, but only insofar as any such statement or penalties omission was made in reliance upon and amounts paid in settlement) reasonably incurred or suffered conformity with information furnished in writing to FIC in connection therewith by such Indemnitee in connection therewithHolder expressly for use therein; provided, however, that, except as provided in Section 5.6 with respect that such Holder's obligations hereunder shall be limited to Proceedings an amount equal to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated proceeds received by such Indemnitee only if Holder from Registrable Shares sold in such Proceeding (or part thereof) was authorized by the Managersregistration.

Right to Indemnification. Each 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 otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, Manager or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including including, without limitation, attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand 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, thatand no amendment, except as provided in Section 5.6 modification or repeal of this Article VI shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article VI could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Membera director, a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity as sole member Corporation or any subsidiary of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, 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 Corporation to provide broader indemnification rights than such law permitted prior to such amendmentthereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 5.6 D of this Article VI with respect to Proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each (i) To the fullest extent permitted by law, as the same now exists or may hereafter be amended, each Person (including a Xxxxxx Mae Manager or Xxxxxxx Mac Manager, as applicable) who was or was, is made a party or is threatened to be made a party to or is otherwise involved (including as a witness) in any threatened, pending or completed action, suit suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereafter a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, Manager or Officer or an officer, director or stockholder employee of the Sole Member in its capacity as sole member of the Company, Company or he or she is or was serving at the request of the Company (with approval of the Board) as a directormanager, manager officer, member, partner, trustee, employee or officer agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprisetrust, including service with respect to an employee benefit plan or other enterprise (hereafter an “Indemnitee”), whether the basis of such a Proceeding is an alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, such a manager, director or officer, member, partner, trustee, employee or agent shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably Damages incurred or suffered by such Indemnitee in connection therewith; providedtherewith unless the Indemnitee engaged in willful misconduct, howeverfraud, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the or knowingly violated a criminal law. The Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding a proceeding (or part thereof) was authorized or ratified by the ManagersBoard. The right to indemnification conferred in this Section 6.18(a) shall be a contract right. (ii) Any indemnification under Section 6.18(a) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that the Indemnitee has met the applicable standard of conduct set forth in Section 6.18(a). Such determination shall be made by the Board. (iii) The right to indemnification conferred in Section 6.18(a) shall include the right to be paid by the Company for the reasonable and documented expenses incurred in defending any Proceeding in advance of its final disposition (hereinafter an “Advancement of Expenses”). An Advancement of Expenses shall be made upon delivery to the Company of an undertaking, by or on behalf of such 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 such Indemnitee is not entitled to be indemnified.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Governor, a Manager, an Officer, or an officer, director manager or stockholder member of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, governor, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, governor, director or officer or in any other capacity while serving as an equity holder, manager, governor, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationLLC 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard of Governors.

Right to Indemnification. Each Person individual who was or is made a party or is threatened to be made a party to or is otherwise involved in in, any action, suit or proceeding, whether pending or threatened, whether civil, criminal, administrative or investigative and whether brought by or in the right of the Company or otherwise (a “Proceeding”), by reason of the fact that he, she or it such individual is or was the Sole a Member, a Manager, an Officer, manager or an officer, director or stockholder of the Sole Member in its capacity as sole member officer of the Company, or is or was a manager or officer of the Company and is or was serving at the request of the Company as a director, manager officer, employee or officer agent of another corporation, limited liability company, corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, ) shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 broader indemnification rights than such law permitted the Company to provide prior to such amendment), ) against all expenseexpenses, liability and loss (including including, without limitation, attorneys’ feesfees and expenses, judgments, fines, excise excide taxes under or penalties pursuant to the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”)amended, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided. The right to indemnification shall extend to the heirs, howeverexecutors, thatadministrators and estate of any such Member, except as manager or officer. The right to indemnification provided in this Section 5.6 with respect to Proceedings to enforce 13.1: (a) will not be exclusive of any other rights to indemnificationwhich any individual seeking indemnification may otherwise be entitled, including without limitation, pursuant to any contract approved by the Member or a majority of the Board of Directors of the Member (the “Board”), (whether or not the directors approving such contract are or are to be parties to such contract or similar contracts); and (b) will be applicable to matters otherwise within its scope whether or not such matters arose or arise before or after the adoption of this Section 13.1. Without limiting the generality of the foregoing, the Company shall indemnify may adopt resolutions, or enter into one or more agreements with any individual, that provide for indemnification greater or otherwise different than provided in this Section 13.1 or the Act and any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized agreement approved by the ManagersMember will be a valid and binding obligation of the Company regardless of whether one or more members of the Board, or all of the Board, are parties thereto or to similar agreements. Notwithstanding anything to the contrary in this Section 13.1, in the event that the Company enters into a contract with any individual providing for indemnification of such individual, the provisions of that contract will exclusively govern the Company’s obligations in respect of indemnification for or advancement of fees or disbursements of that individual’s attorney(s) and any other professional engaged by that individual. Any amendment or repeal of, or adoption of any provision inconsistent with this Section 13.1 will not adversely affect any right or protection existing hereunder, or arising out of events occurring or circumstances existing, in whole or in part, prior to such amendment, repeal or adoption, and no such amendment, repeal or adoption will affect the legality, validity or enforceability of any contract entered into or right granted prior to the effective date of such amendment, repeal or adoption. Pursuant to NRS 86.431, any indemnification under NRS 86.411 or 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the Company only as authorized in the specific case by the Member that indemnification is proper in the circumstances.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this ‎ARTICLE 8, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending, or completed action, suit or proceedingproceeding relating to any action or alleged action or failure to act or alleged failure to act occurring prior to the Old Effective Time, whether civil, criminal, administrative administrative, arbitrative or investigative (a hereinafter an “Old Pre-Effective Time Proceeding”), or any appeal in such an Old Pre-Effective Time Proceeding or any inquiry or investigation that could lead to such an Old Pre-Effective Time Proceeding, by reason of the fact that hesuch Person, she or it another Person of whom such Person is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder Member and/or Director of the Sole Company or while a Member in its capacity as sole member and/or Director of the Company, or Company is or was serving at the request of the Company prior to the Old Effective Time as a member, manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent, or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan, or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law the Act permitted the Company to provide prior to such amendment) against losses, damages, claims, demands, judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability amounts paid in settlement and loss reasonable expenses (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time ) actually incurred by such Person in connection with such Old Pre-Effective Time Proceeding (collectively “ERISAOld Pre-Effective Time Indemnified Damages”), and indemnification under this ‎ARTICLE 8 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 8 shall be deemed contract rights, and no amendment, modification or penalties and amounts paid in settlement) reasonably incurred repeal of this ‎ARTICLE 8 shall have the effect of limiting or suffered by denying any such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 rights with respect to actions taken or Old Pre-Effective Time Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification, or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this ‎ARTICLE 8 could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each (i) To the fullest extent permitted by law, as the same now exists or may hereafter be amended, each Person (including a Xxxxxx Xxx Manager or Xxxxxxx Mac Manager, as applicable) who was or was, is made a party or is threatened to be made a party to or is otherwise involved (including as a witness) in any threatened, pending or completed action, suit suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereafter a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, Manager or Officer or an officer, director or stockholder employee of the Sole Member in its capacity as sole member of the Company, Company or he or she is or was serving at the request of the Company (with approval of the Board) as a directormanager, manager officer, member, partner, trustee, employee or officer agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprisetrust, including service with respect to an employee benefit plan or other enterprise (hereafter an “Indemnitee”), whether the basis of such a Proceeding is an alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, such a manager, director or officer, member, partner, trustee, employee or agent shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably Damages incurred or suffered by such Indemnitee in connection therewith; providedtherewith unless the Indemnitee engaged in willful misconduct, howeverfraud, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the or knowingly violated a criminal law. The Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding a proceeding (or part thereof) was authorized or ratified by the ManagersBoard. The right to indemnification conferred in this Section 6.16(a) shall be a contract right. (ii) Any indemnification under Section 6.16(a) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that the Indemnitee has met the applicable standard of conduct set forth in Section 6.16(a). Such determination shall be made by the Board. (iii) The right to indemnification conferred in Section 6.16(a) shall include the right to be paid by the Company for the reasonable and documented expenses incurred in defending any Proceeding in advance of its final disposition (hereinafter an “Advancement of Expenses”). An Advancement of Expenses shall be made upon delivery to the Company of an undertaking, by or on behalf of such 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 such Indemnitee is not entitled to be indemnified.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in In the event that the Company registers any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that heRegistrable Shares under the Securities Act, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder each Holder of the Sole Member in its capacity as sole member of Registrable Shares so registered will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed or is or was serving at otherwise participated in the request preparation of the registration statement, and each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) (collectively, the "Company Indemnified Parties") from and against any and all losses, claims, damages, expenses or liabilities, individually and not jointly and severally, to which such Holder may become subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, and, except as a hereinafter provided, will reimburse the Company and each such director, manager officer, underwriter or officer of another limited liability company, corporation, partnership, joint venture, trust controlling person for any legal or other enterpriseexpenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, including service with respect to an employee benefit plan (an “Indemnitee”)insofar as such losses, whether claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the basis of such Proceeding is alleged action registration statement, in an official capacity as an equity holder, manager, director any preliminary or officer amended preliminary prospectus or in any other capacity while serving as an equity holder, manager, director the final prospectus (or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, registration statement or prospectus as amended and as may be further amended from time to time (“ERISA”)amended or supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, but only insofar as any such statement or penalties omission was made in reliance upon and amounts paid in settlement) reasonably incurred or suffered conformity with information furnished in writing to the Company in connection therewith by such Indemnitee in connection therewithHolder expressly for use therein; provided, however, that, except as provided in Section 5.6 with respect that such Holder's obligations hereunder shall be limited to Proceedings an amount equal to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated proceeds received by such Indemnitee only if Holder from Registrable Shares sold in such Proceeding (or part thereof) was authorized by the Managersregistration.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved (as a witness or otherwise) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while serving as a director or stockholder an officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager officer, employee, agent or officer trustee of another corporation or of a partnership, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, manager, director officer or officer trustee or in any other capacity while serving as an equity holdera director, managerofficer, director employee, agent or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 broader indemnification rights than such law permitted prior to such amendment)amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 4.3 with respect to Proceedings proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager officer, employee, agent or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, agent or officer trustee or in any other capacity while serving as an equity holdera director, managerofficer, director employee, agent or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), 1974 excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 7.03 with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person The Corporation shall indemnify to the fullest extent permitted by the DGCL, as it now exists or may be amended, any current or former director or officer of the Corporation who was is made, or is made a party or is threatened to be made made, a party to or is otherwise involved in any an action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative other (including an action, suit or proceeding by or in the right of the Corporation) (collectively, a “Proceedingproceeding”), by reason of the fact that he, she or it such person is or was a director or officer of the Sole Member, a Manager, Corporation or an Officeradministrator or fiduciary with respect to any employee benefit plan of the Corporation, or an officer, director serves or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving served at the request of the Company Corporation as a director, manager officer, employee or officer agent, or as an administrator or fiduciary of an employee benefit plan, of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan enterprise (an a “Indemniteebeneficiary”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), ) against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time 1974 (“ERISA”), or comparable non-U.S. law) excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee beneficiary in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, that the Company Corporation shall indemnify any such Indemnitee beneficiary in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee beneficiary only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard or is initiated to enforce a beneficiary’s rights under this Section 8.1 or Section 8.2. No amendment to this Article 8 that limits the Corporation’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person.

Right to Indemnification. Each Subject to the limitations and conditions as provided herein and to the fullest extent permitted by applicable Laws, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that hehe or she, or a Person of whom he or she or it is the legal representative, is or was a Member of the Sole MemberCompany or Affiliate thereof or any of their respective representatives, an officer or employee of the Company or Affiliate or a director, officer, member or employee of the Managing Member or any Affiliate, a Manager, an Officer, member of a committee of the Company or an officer, director or stockholder of the Sole Member in its capacity as sole member officer of the Company, or while such a Person is or was serving at the request of the Managing Member on behalf of the Company as a manager, director, manager officer, partner, venturer, member, trustee, Partnership Representative (or officer its designated individual), employee, agent or similar functionary of another limited liability companyforeign or domestic general partnership, corporation, limited partnership, joint venture, trust or other enterpriselimited liability company, including service with respect to an trust, employee benefit plan or other enterprise (each an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the CompanyCompany 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 or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter hereinafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law said Laws permitted the Company to provide prior to such amendment), against all expensejudgments, liability penalties (including excise and loss similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ and experts’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewithwith 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 for any and all liabilities and damages related to and arising from such Person’s activities while acting in such capacity; provided, provided however, that no Person shall be entitled to indemnification under this Section 7.1 if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, except as provided in respect of the matter for which such Person is seeking indemnification pursuant to this Section 5.6 7.1 such Person’s actions or omissions constituted an intentional breach of this Agreement or gross negligence or willful misconduct on the part of such Person or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Article VII shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. 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 actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such amendment, modification or repeal. An Indemnitee shall not be denied indemnification in connection whole or in part under this Section 7.1 because the Indemnitee had an interest in the transaction with a Proceeding (or part thereof) initiated by such Indemnitee only respect to which the indemnification applies if such Proceeding (or part thereof) the transaction was authorized otherwise permitted by the Managersterms of this Agreement. IT IS ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS SECTION 7.1 COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY.

Right to Indemnification. Each Person person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity corporation, or, while serving as sole member a director or officer of the Companycorporation, or is or was serving at the request of the Company corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is an alleged action or inaction in an official capacity as an equity holder, manager, a director or officer or in any other capacity while serving as an equity holder, manager, a director or officer, shall be indemnified and held harmless by the Company, corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law of the State of Delaware, as if the Company were a Delaware corporationamended from time to time (“DGCL”) (or other 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 corporation to provide broader indemnification rights than such law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee person in connection therewithwith such Proceeding; provided, however, that, except as provided in clause (ii) of Section 5.6 2 of this ARTICLE V with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such director or officer, the Company corporation shall indemnify any such Indemnitee director or officer in connection with a Proceeding (or part thereof) initiated by such Indemnitee director or officer only if such Proceeding (or part thereof) was authorized by the ManagersBoard of Directors. The rights to indemnification set forth in this ARTICLE V shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators.

Right to Indemnification. Each Person Subject to the limitations set forth in Section 5, if the Indemnitee is a 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 action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it he is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, Company or is or was serving at the request of the Company as a director, manager director or officer of another corporation, as a partner or officer of a partnership, as a member or officer of a limited liability company, corporation, partnership, as a principal or officer of a joint venture, as a trustee or officer of a trust or in any comparable capacity in any other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”)plan, whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, a director or officer or in any such other capacity while serving as an equity holder, manager, director or officerso serving, shall be indemnified and held harmless by the Company, Company to the fullest full extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such 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’ feesfees and related disbursements, judgments, fines, excise taxes and penalties under the Employee Retirement Income Security Act of 1974ERISA, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, howeverand such indemnification shall continue as to a person who has ceased to be a director, thatofficer, except partner, member, principal, or trustee or to hold a comparable position, in each case as provided in Section 5.6 with respect applicable, and shall inure to Proceedings the benefit of his or her heirs, executors and administrators. If the Indemnitee is or was serving as a director or officer of a subsidiary of the Company, then the Indemnitee shall be deemed to enforce rights to indemnificationbe serving, or have served, at the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by request of the ManagersCompany.

Right to Indemnification. Each Person (a) No Member shall have any fiduciary or other duty to another Member with respect to the business and affairs of the Company. No Member shall have any responsibility to restore any negative balance in his capital account or to contribute to or in respect of the liabilities or obligations of the Company or to return distributions made by the Company, except as required by the Act or other Applicable Law. (b) To the fullest extent permitted by Applicable Law, no Director of the Company shall be personally liable to the Company or to any Member or other person or entity who was or is made a party or is threatened to be made may become a party to or is otherwise involved in bound by this Agreement for any actionlosses, suit claims, damages or proceeding, whether civil, criminal, administrative liabilities arising from any act or investigative (a “Proceeding”), omission performed or omitted by reason the Director of the fact that he, she Company in connection with this Agreement or it is the Company’s business and affairs or was the Sole Member, a Manager, an Officer, for breach of any duties (including fiduciary duties) arising under or an officer, director in connection with this Agreement or stockholder of the Sole Member in its capacity as sole member of the Company, except for any losses, claims, damages or is liabilities primarily attributable to the Director’s willful misconduct, bad faith, recklessness or was serving at gross negligence, as finally determined by a court of competent jurisdiction, or as otherwise required by law. (c) To the request of the Company as a fullest extent permitted by Applicable Law, no Member, Director, officer, or any direct or indirect officer, director, manager Affiliate stockholder, member or officer partner of another limited liability companya Member (each, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless liable, responsible or accountable in damages or otherwise to the Company or any Member for any act or failure to act by such Indemnitee in connection with the conduct of the business of the Company, or by any other such Indemnitee in performing or participating in the performance of the obligations of the Company, so long as such action or failure to act was not in material violation of this Agreement and did not constitute gross negligence or willful misconduct. (d) To the fullest extent permitted by Applicable Law, the Company shall indemnify and hold harmless each Indemnitee to the fullest extent permitted by Applicable Law against losses, damages, liabilities, costs or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss expenses (including reasonable attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended fees and as may be further amended from time to time (“ERISA”), or penalties expenses and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with any action, suit or proceeding to which such Indemnitee may be made a Proceeding party or otherwise involved or with which it shall be threatened by reason of its being a Member, Director, officer, or any direct or indirect officer, director, Affiliate stockholder or partner of a Member, or while acting as (or part thereofon behalf of) initiated a Member on behalf of the Company or in the Company’s interest. Such attorneys’ fees and expenses shall be paid by the Company as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Indemnitee to repay such amounts if it is ultimately determined that such Indemnitee only if is not entitled to indemnification with respect thereto. (e) The right of an Indemnitee to indemnification hereunder shall not be exclusive of any other right or remedy that a Member, Director or officer may have pursuant to Applicable Law or this Agreement. (f) An Indemnitee shall be fully protected in relying in good faith upon the records of the Company and upon such Proceeding information, opinions, reports or statements presented to the Company by any Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (g) To the extent that, at law or part thereofin equity, an Indemnitee has duties (including fiduciary duties) was authorized and liabilities relating thereto to the Company or to any other Indemnitee, an Indemnitee acting within the scope of this Agreement shall not be liable to the Company or to any other Indemnitee for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the ManagersCompany or any other Indemnitee. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. (h) The foregoing provisions of this Section 8.1 shall (a) survive any termination of this Agreement and (b) be contract rights, and no amendment, modification, supplement, restatement or repeal of this Section 8.1 shall have the effect of limiting or denying any such rights with respect to actions giving rise to losses, damages, liabilities, costs or expenses (including reasonable attorneys’ fees and expenses and amounts paid in settlement) prior to any such amendment, modification, supplementation or repeal.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise subject to or involved in any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, or an officermember, director or stockholder an officer of the Sole Member in its capacity as sole member of the Company, Company or is or was serving at the request of the Company as a member, director, manager officer, employee or officer agent of another limited liability company, corporation, company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera member, managerdirector, director officer, employee or officer agent or in any other capacity while serving as an equity holdera member, managerdirector, director officer, employee or officeragent, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct and any other 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 such law permitted the Company to provide prior to such amendment), against all expense, liability Liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 5.6 7.4(d) with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee pursuant to this Section 7.4 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Subject to the limitations and conditions as provided herein and to the fullest extent permitted by applicable Laws, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “Proceeding”)’}, or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that hehe or she, or a Person of whom he or she or it is the legal representative, is or was a Member of the Sole Company or Affiliate thereof or any of their respective representatives, an officer or employee of the Company or Affiliate or a director, officer, member or employee of the Managing Member, Parent or any Affiliate, a Manager, an Officer, member of a committee of the Company or an officer, director or stockholder of the Sole Member in its capacity as sole member officer of the Company, or while such a Person is or was serving at the request of the Managing Member on behalf of the Company as a manager, director, manager officer, partner, venturer, member, trustee, Partnership Representative (or officer its designated individual), employee, agent or similar functionary of another limited liability companyforeign or domestic general partnership, corporation, limited partnership, joint venture, trust or other enterpriselimited liability company, including service with respect to an trust, employee benefit plan or other enterprise (each an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer}, shall be indemnified and held harmless by the CompanyCompany 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 or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter hereinafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law said Laws permitted the Company to provide prior to such amendment), against all expensejudgments, liability penalties (including excise and loss similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ and experts’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewithwith 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 for any and all liabilities and damages related to and arising from such Person’s activities while acting in such capacity; provided, provided however, that no Person shall be entitled to indemnification under this Section 7,1 if there has been a final and non- appealable judgment entered by a court of competent jurisdiction determining that, except as provided in respect of the matter for which such Person is seeking indemnification pursuant to this Section 5.6 7,1 such Person’s actions or omissions constituted an intentional breach of this Agreement or gross negligence or willful misconduct on the part of such Person or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Article VII shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. 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 actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such amendment, modification or repeal. An Indemnitee shall not be denied indemnification in connection whole or in part under this Section 7,1 because the Indemnitee had an interest in the transaction with a Proceeding (or part thereof) initiated by such Indemnitee only respect to which the indemnification applies if such Proceeding (or part thereof) the transaction was authorized otherwise permitted by the Managersterms of this Agreement IT IS ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS SECTION 7.1 COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the 2.1 The Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Companyshall, to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if (the Company were a Delaware corporation“DGCL”) or other 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 such the DGCL or other applicable law permitted the Company to provide prior to such amendmentchange), indemnify any Indemnitee who is or was involved in any manner (including, without limitation, as a party or 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 proceeding by or in the right of the Company to procure a judgment in its favor) (herein referred to as a “Proceeding”) by reason of the fact that such person is or was a director or officer of the Company, is or was serving at the request of the Company as a director or officer of any Company Affiliate, and/or or by reason of any action alleged to have been taken or omitted in any such capacity, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) settlement actually and reasonably incurred or suffered by such Indemnitee person in connection therewithwith such Proceeding; provided, . however, that, except as provided in Section 5.6 Paragraph 3.4, the foregoing shall not apply to a director or officer of the Company with respect to Proceedings a Proceeding that was commenced by such director or officer unless such Proceeding was authorized or consented to enforce rights by the Board of Directors of the Company.. Such indemnification shall include the right to indemnification, receive payment in advance of any expenses incurred by the Company shall indemnify any such Indemnitee in connection with such Proceeding, consistent with the provisions of applicable law as then in effect. 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 under Section 102(b)(7) of the DGCL as in existence on the date hereof. 2.2 Notwithstanding the obligation of the Company to indemnify attorneys’ fees as above provided in Paragraph 2.1, as a Proceeding condition to being so indemnified the following shall apply. With regard to any “Proceeding” (as above defined), there will be groups the members of which have totally common interests — i.e., their goals are identical and there are no conflicts-of-interest among them. At such time as the determination of these groups has been completed (such determination to be made by “Independent Counsel” [as hereafter defined] if the parties involved cannot make such determination among themselves), each group shall, by majority vote of those comprising such group, select a single attorney or part thereoflaw firm to serve as (exclusive) initiated legal counsel for all of the members of such group. In the event that any member of any such group acts independently by retaining the legal services of any other attorney or law firm to additionally or separately represent him, her, or it, all legal fees and expenses of such Indemnitee only if independently retained attorney or law firm shall be the (sole) responsibility of such Proceeding (or part thereof) was authorized by independently acting member of the Managersgroup.

Right to Indemnification. Each Person who was or If Xxxxxxx is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative (hereinafter a “"Proceeding”"), by reason of the fact that hehe is the legal representative, she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, WWWX or is or was serving at the request of the Company WWWX as a director, manager officer, employee, or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust trust, or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, or officer agent or in any other capacity while serving as an equity holdera director, manager, director or officer, employee, or agent, Xxxxxxx shall be indemnified and held harmless by the Company, WWWX to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, 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 WWWX to provide broader indemnification rights than such said law permitted WWWX to provide prior to such amendment), against all expense, liability and loss (including attorneys’ ' fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974or penalties, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee the Xxxxxxx in connection therewith; providedtherewith and such indemnification shall continue even though Xxxxxxx has ceased to be a director, howeverofficer, thatemployee, except as provided or agent and shall inure to the benefit of his heirs, executors, and administrators. The right to indemnification conferred in this Section 5.6 with respect shall be a contract right and shall include the right to Proceedings to enforce rights to indemnification, be paid by WWWX the Company shall indemnify expenses incurred in defending any such Indemnitee proceeding in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersadvance of its final disposition.

Right to Indemnification. 18.1.1. Each Person person who was or is made a party to, or is threatened to be made a party to to, or is otherwise involved in in, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), including without limitation Proceedings by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he, he or she or it a person for whom he or she is the legal representative is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a directordirector or officer, manager employee or officer agent of another limited liability company, corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”)plans, whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationStatute, 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 Corporation to provide broader indemnification rights than such said law permitted the Corporation to provide prior to such amendment), ) against all expenseexpenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee person in connection therewith. Such right shall be a contract right and shall include the right to be paid by the Corporation for expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that, except that the payment of such expenses incurred by a director or officer of the Corporation in his or her capacity as provided a director or officer (and not in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee other capacity in connection with a Proceeding (which service was or part thereof) initiated is rendered by such Indemnitee person while a director 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 Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such Proceeding (director or part thereof) was authorized by the Managersofficer is not entitled to be indemnified under this section or otherwise.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Membera Director, a Manager, an Officer, or an officer, director committee member or stockholder employee of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a directorDirector, manager officer, trustee, committee member or officer employee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera Director, managerofficer, director trustee, committee member or officer employee or in any other capacity while serving as an equity holdera Director, managerofficer, director trustee, committee member or officeremployee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 3 of this Article VIII with respect to Proceedings proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the Corporation.

Right to Indemnification. Each Person who was or If Xxxxx is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative (hereinafter a “"Proceeding”"), by reason of the fact that hehe is the legal representative, she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, WWWX or is or was serving at the request of the Company WWWX as a director, manager officer, employee, or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust trust, or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, or officer agent or in any other capacity while serving as an equity holdera director, manager, director or officer, employee, or agent, Xxxxx shall be indemnified and held harmless by the Company, WWWX to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, 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 WWWX to provide broader indemnification rights than such said law permitted WWWX to provide prior to such amendment), against all expense, liability and loss (including attorneys’ ' fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974or penalties, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee the Xxxxx in connection therewith; providedtherewith and such indemnification shall continue even though Xxxxx has ceased to be a director, howeverofficer, thatemployee, except as provided or agent and shall inure to the benefit of his heirs, executors, and administrators. The right to indemnification conferred in this Section 5.6 with respect shall be a contract right and shall include the right to Proceedings to enforce rights to indemnification, be paid by WWWX the Company shall indemnify expenses incurred in defending any such Indemnitee proceeding in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersadvance of its final disposition.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative administrative, investigative or investigative otherwise (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity Corporation or, while serving as sole member a director or officer of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless and advanced expenses by the CompanyCorporation, in accordance with the Bylaws of the Corporation, to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, except as may be prohibited by applicable law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted prior to such amendmentthereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; providedtherewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, howeverofficer, thatemployee or agent and shall inure to the benefit of the indemnitee’s heirs, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersexecutors and administrators.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “Proceedingproceeding”), by reason of the fact that heit, he or she or it is or was the Sole Member, a Manager, an Officer, Member or an officerofficer of the Company or, director or stockholder of while serving as the Sole Member in its capacity as sole member or officer of the Company, or is or was serving at the request of the Company as a manager, director, manager officer, employee or officer agent of another corporation, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holder, a manager, director director, officer, employee or officer agent or in any other capacity while serving as an equity holder, a manager, director director, officer, employee or officeragent, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 7.3 hereof with respect to Proceedings proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized in the first instance by the ManagersSole Member.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationLLC 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managers.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise subject to or involved in any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, Corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL and any other 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 5.6 7.4 of this Article VII with respect to Proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee pursuant to this Section 7.1 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Subject to the limitations and conditions provided in this Article X, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, she or it such Person is or was the Sole a Member, a Manager, an Officer, or an officer, director employee or stockholder agent of the Sole Member in its capacity as sole member Company or while a Member, Manager, officer, employee or agent of the Company, or Company is or was serving at the request of the Company as a Manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent, or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified indemnified, defended and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if Act and the Company were a Delaware corporationDGCL, as the same exists exist or may hereafter hereinafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment)) against claims, against all expensedamages, liability and loss liabilities, judgments, penalties (including excise and similar taxes and punitive damages); fines, settlements and reasonable costs or expenses (including, without limitation, attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee Person in connection with such Proceeding, whether or not such Person is acting in such capacity at the time such liability or expense is paid or incurred, if, in the matter giving rise to such Proceeding, the Person acted, or omitted to act, in good faith and in a manner the Person reasonably believed to be not opposed to the best interest of the Company. The termination of any Proceeding (by judgment, order or part thereof) initiated settlement shall not, of itself, create a presumption that the Person did not act, or omit to act, in good faith and in a manner that the Person reasonably believed to be not opposed to the best interest of the Company. The right of indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which any Person may otherwise be entitled by such Indemnitee only if such Proceeding (contract or part thereof) was authorized by as a matter of law or equity and shall extend to his, her or its heirs, successors, assigns and personal representatives. It is expressly acknowledged that the Managersindemnification provided in this Article X could involve indemnification for negligence of the Person indemnified or under theories of strict liability.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the 2.1 The Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Companyshall, to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if (the Company were a Delaware corporation“DGCL”) or other 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 such the DGCL or other applicable law permitted the Company to provide prior to such amendmentchange), indemnify any Indemnitee who is or was involved in any manner (including, without limitation, as a party or 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 proceeding by or in the right of the Company to procure a judgment in its favor) (herein referred to as a “Proceeding”) by reason of the fact that such person is or was a director or officer of the Company, is or was serving at the request of the Company as a director or officer of any Company Affiliate, and/or or by reason of any action alleged to have been taken or omitted in any such capacity, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) settlement actually and reasonably incurred or suffered by such Indemnitee person in connection therewithwith such Proceeding; provided, . however, that, except as provided in Section 5.6 Paragraph 3.4, the foregoing shall not apply to a director or officer of the Company with respect to Proceedings a Proceeding that was commenced by such director or officer unless such Proceeding was authorized or consented to enforce rights by the Board of Directors of the Company. Such indemnification shall include the right to indemnification, receive payment in advance of any expenses incurred by the Company shall indemnify any such Indemnitee in connection with such Proceeding, consistent with the provisions of applicable law as then in effect. 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 under Section 102(b)(7) of the DGCL as in existence on the date hereof. 2.2 Notwithstanding the obligation of the Company to indemnify attorneys’ fees as above provided in Paragraph 2.1, as a Proceeding condition to being so indemnified the following shall apply. With regard to any “Proceeding” (as above defined), there will be groups the members of which have totally common interests — i.e., their goals are identical and there are no conflicts-of-interest among them. At such time as the determination of these groups has been completed (such determination to be made by “Independent Counsel” [as hereafter defined] if the parties involved cannot make such determination among themselves), each group shall, by majority vote of those comprising such group, select a single attorney or part thereoflaw firm to serve as (exclusive) initiated legal counsel for all of the members of such group. In the event that any member of any such group acts independently by retaining the legal services of any other attorney or law firm to additionally or separately represent him, her, or it, all legal fees and expenses of such Indemnitee only if independently retained attorney or law firm shall be the (sole) responsibility of such Proceeding (or part thereof) was authorized by independently acting member of the Managersgroup.

Right to Indemnification. Each 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 otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arbitrative (hereinafter, a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that hesuch Person, she or it a Person of which such Person is the legal representative, is or was the Sole a Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, Board or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, Officer shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationapplicable 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 penalties the Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys’ fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including, as amended without limitation, reasonable attorneys’ and as may be further amended from time to time experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (each a “ERISALoss”), unless such Loss shall have been the result of gross negligence, fraud or penalties and amounts paid in settlement) reasonably incurred or suffered intentional misconduct by such Indemnitee Person, in connection therewith; providedwhich case such indemnification shall not cover such Loss to the extent resulting from such gross negligence, howeverfraud 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 deemed contract rights, thatand no amendment, except as provided in Section 5.6 modification or repeal of this Article VII shall have the effect of limiting or denying any such rights with respect to Proceedings actions taken or Proceedings, appeals, inquiries or investigations arising prior to enforce rights to indemnificationany amendment, the Company shall indemnify any such Indemnitee in connection with a Proceeding (modification or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersrepeal.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it a person of whom he or she is the legal representative is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation or is or was serving at the request of the Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, any other corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an any employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationGCL, 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 Corporation to provide broader indemnification rights than such said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including including, without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”)amended, or penalties and amounts paid or to be paid in settlement) reasonably actually and reasonable incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, that except as provided in Section 5.6 5.3 with respect to Proceedings proceedings seeking to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee indemnitee seeking indemnification in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article 8, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding by reason of the fact that he, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder Manager of the Sole Member in its capacity as sole member Company or while a Manager of the Company, or Company is or was serving at the request of the Company as a manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust or other enterprisesole proprietorship, including service with respect to an trust, employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, enterprise shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, 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 broader indemnification rights than such said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including including, without limitation, attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Article 8 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 8 shall be deemed contract rights, thatand no amendment, except as provided in Section 5.6 modification or repeal of this Article 8 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article 8 could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise subject to or involved in any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationand any other 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 5.6 5 of this ARTICLE EIGHT with respect to Proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee pursuant to this Section 2 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard of Directors.

Right to Indemnification. Each Person who In the event Indemnitee was or is made a party or was or is threatened to be made a party to or was or is otherwise involved in or called as a witness in any action, suit or proceeding, whether civil, criminal, administrative or investigative investigative, and any appeal therefrom (hereinafter, collectively a “Proceeding”"proceeding"), by reason of the fact that hehe was, she or it is or was the Sole Memberhad agreed to become a director, a Manager, an Officer, or an officer, director employee, agent, fiduciary or stockholder of the Sole Member in its capacity Delegate (as sole member defined herein) of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, Indemnitee shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by under the Delaware General Corporation Law as if (the Company were a Delaware corporation"DGCL"), as the same now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law the DGCL permitted the corporation to provide prior to such amendment), ) against all expenseexpenses (including, liability but not limited to, attorneys' fees and loss expenses of litigation) and all liabilities and losses (including attorneys’ feesincluding, but not limited to, judgments, ; fines; liabilities under ERISA for damages, excise taxes under the Employee Retirement Income Security Act of 1974or penalties; damages, as amended and as may be further amended from time to time (“ERISA”), fines or penalties arising out of violation of any law related to the protection of the public health, welfare or the environment; and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee person in connection therewith; provided, however, that, that except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification4 hereof, the Company shall indemnify any such Indemnitee person seeking indemnity in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee person only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the Company.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article VIII, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “"Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that hehe or she, or a Person of whom he or she or it is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder Manager of the Sole Member in its capacity as sole member Company or while a Manager of the Company, or Company is or was serving at the request of the Company as a Manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent, or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust or other enterprisesole proprietorship, including service with respect to an trust, employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall enterprise will be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if Act and the Company were a Delaware corporationTBCA, 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 such said law permitted the Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys’ fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements, as amended and as may be further amended from time to time reasonable expenses (“ERISA”)including, or penalties and amounts paid in settlementwithout limitation;- attorney's fees) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Article VIII will 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 VIII will be deemed contract rights, thatand no amendments, except as provided in Section 5.6 modification or repeal of this Article VIII will have the effect of limiting or denying any such rights with respect to Proceedings actions taken or Proceeding arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification, or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article VIII could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person Subject to the limitations and conditions as provided in Section 9, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any actionProceeding, suit or proceeding, whether civil, criminal, administrative any appeal in such a Proceeding or investigative (any inquiry or investigation that could lead to such a “Proceeding”), by reason of the fact that hehe or she, or a Person of whom he or she or it is legal Manager, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder Manager of the Sole Member in its capacity as sole member Company or while Manager of the Company, or Company is or was serving at the request of the Company as a Manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent, or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust or other enterprisesole proprietorship, including service with respect to an trust, employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, enterprise shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including including, without limitation, attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under Section 9 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 Section 9 shall be deemed contract rights and no amendment, thatmodification or repeal of Section 9 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, except as modification or repeal. It is expressly acknowledged that the indemnification provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (9 could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative or any other type whatsoever (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager member, manager, officer, employee, agent or officer trustee of another corporation or of a partnership, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), whether the basis of such proceeding is alleged action in an official capacity as director, officer, employee, agent or trustee or in any other capacity while serving as director, officer, employee, agent or trustee, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except . Except as provided in Section 5.6 5.3 with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person who In the event that the Employee was or is made a party or was or is threatened to be made a party to or was or is otherwise involved or called as a witness in any action, suit suit, proceeding or proceedingalternative dispute resolution mechanism, or any hearing, inquiry or investigation that the Employee in good faith believes may lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative investigative, and any appeal therefrom (hereinafter, collectively a “Proceeding”), by reason of the fact that heshe was, she or it is or was the Sole Memberhad agreed to become a director, a Manager, an Officer, or an officer, director employee, agent or stockholder of the Sole Member in its capacity as sole member fiduciary of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, Employee shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationunder applicable law, as the same now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law the Company was permitted to provide prior to such amendment) against all expenses (including reasonable attorneys’ fees and all other costs, expenses, liabilities, obligations and disbursements in connection with investigating, prosecuting, defending, preparing to prosecute and defend, or being a witness or other participant in any Proceeding), against all expenseliabilities and losses (including, liability and loss (including attorneys’ feesbut not limited to, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties fines and amounts paid for or to be paid in settlement) reasonably incurred or suffered by such Indemnitee the Employee in connection therewith; providedwith any Proceeding (collectively, “Expenses”), provided however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification1.6(e) hereof, the Company shall indemnify any such Indemnitee the Employee in connection with a Proceeding (or part thereof) initiated by such Indemnitee the Employee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative or any other type whatsoever (hereinafter a “Proceeding”"proceeding"), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer of the Corporation or, while a director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager manager, officer, employee, agent or officer trustee of another corporation or of a partnership, limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”"indemnitee"), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, agent or officer trustee or in any other capacity while serving as an equity holdera director, managerofficer, director employee, agent or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ ' fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 5.3 with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, corporation or is or was serving at the request of the Company corporation as a director, manager officer or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director or officer trustee or in any other capacity while serving as an equity holdera director, managerofficer, director or officertrustee, shall be indemnified and held harmless by the Company, corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, 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 corporation to provide broader indemnification rights than such law permitted the corporation to provide prior to such amendment), against all expense, liability liability, and loss (including attorneys’ fees, judgments, fines, XXXXX excise taxes under the Employee Retirement Income Security Act of 1974or penalties, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 6.3 of this Article 6 with respect to Proceedings proceedings to enforce rights to indemnification, the Company corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the corporation.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article VIII, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “"Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that hehe or she, or a Person of whom he or she or it is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder Manager of the Sole Member in its capacity as sole member Company or while a Manager of the Company, or Company is or was serving at the request of the Company as a Manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent, or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust or other enterprisesole proprietorship, including service with respect to an trust, employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall enterprise will be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if Act and the Company were a Delaware corporationTBCA, 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 such said law permitted the Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys’ fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements, as amended and as may be further amended from time to time reasonable expenses (“ERISA”)including, or penalties and amounts paid in settlementwithout limitation;-attorney's fees) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Article VIII will 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 VIII will be deemed contract rights, thatand no amendments, except as provided in Section 5.6 modification or repeal of this Article VIII will have the effect of limiting or denying any such rights with respect to Proceedings actions taken or Proceeding arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification, or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article VIII could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. (a) Each Person person who was or is made a party or is threatened to be made a party to to, or was or is otherwise involved in in, any action, suit suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed proceeding, whether brought by or in the right of the Corporation or otherwise, including any and all appeals, whether of a civil, criminal, administrative administrative, legislative, investigative or investigative other nature (hereinafter a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officerofficer [(which means, for purposes of this ‎Article VI, any individual designated by the Board of Directors as an officer for purposes of Section 16 of the Exchange Act)] of the Corporation or while a director or stockholder officer of the Sole Member in its capacity as sole member of the Company, or Corporation is or was serving at the request of the Company Corporation as a director, manager officer, employee, agent or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis or by reason of such Proceeding is alleged action in an official capacity as an equity holder, manager, director anything done or officer not done by him or her in any other capacity while serving as an equity holder, manager, director or officersuch capacity, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, 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 broader indemnification rights than such law permitted prior to such amendment)amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974taxes, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlementsettlement by or on behalf of the Indemnitee) actually and reasonably incurred or suffered by such Indemnitee in connection 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 5.6 6.4 with respect to Proceedings suits to enforce rights to indemnificationunder this ‎Article VI, the Company Corporation shall indemnify any such Indemnitee in connection with a Proceeding (Proceeding, or part thereof) , voluntarily initiated by such Indemnitee (including claims and counterclaims, whether such counterclaims are asserted by: (i) such Indemnitee; or (ii) the Corporation in a Proceeding initiated by such Indemnitee) only if such Proceeding (Proceeding, or part thereof) , was authorized or ratified by the ManagersBoard 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. 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 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 [(to be mutually agreed upon by the Corporation and the Indemnitee, with such agreement not to be unreasonably withheld)] in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Corporation not later than 60 days after receipt by the Secretary of a written request for indemnification. For purposes of this ‎Section 6.1(b), a “Change of Control” will be deemed to have occurred if, with respect to any particular 24-month period, the individuals who, at the beginning of such 24-month period, constituted the Board of Directors (the “Incumbent Board”), cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the beginning of such 24-month period whose election, or nomination for election by the stockholders of the Corporation, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors.

Right to Indemnification. Each Person The Corporation shall indemnify any person who was or is made a party involved in or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)investigative, by reason of the fact that he, he or she or it is or was a director, officer or employee of the Sole MemberCorporation, or, while serving as a Manager, an Officer, or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, manager officer (including, without limitation, a trustee), employee or officer agent of another corporation, limited liability company, corporation, partnership, joint venture, trust or other enterpriseenterprise (such person, including service with respect to an employee benefit plan (an “Indemniteeindemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL, 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expenseclaims, liability and loss (including attorneys’ feesliabilities, losses, damages, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) settlement and expenses (including, without limitation, attorneys’ fees), reasonably incurred or suffered by such Indemnitee him or her in connection therewith; providedwith such action, however, thatsuit or proceeding. Notwithstanding the foregoing, except as provided in Section 5.6 7 of this Article IV with respect to Proceedings proceedings to enforce rights to indemnificationindemnification and advancement of expenses, the Company Corporation shall indemnify any such Indemnitee an indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee the indemnitee, if and only if such Proceeding the Board authorized the bringing of the action, suit or proceeding (or part thereof) was authorized by in advance of the Managerscommencement of the proceeding.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director manager or stockholder member of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managers.

Right to Indemnification. Each (a) Subject to the limitations and conditions as provided in this Article VIII, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, an Officer, Manager or an officer, director or stockholder Member of the Sole Company or while a Manager or Member in its capacity as sole member of the Company, or Company is or was serving at the request of the Company as a Manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent, or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust or other enterprisesole proprietorship, including service with respect to an trust, employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, enterprise shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements and loss reasonable expenses (including including, without limitation, attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Article 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 Article VIII shall be deemed contract rights, thatand no amendment, except as provided in Section 5.6 modification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with this Article VIII could involve indemnification for negligence or under theories of strict liability. (b) No Person shall be indemnified under the provisions of this Article VIII unless such person was at the time of the occurrence of the act or conduct for which indemnity is sought acting in good faith and in a Proceeding (manner which such Person reasonably believed to be in the best interests of the Company. No Person shall be entitled to indemnification in circumstances where such Person intentionally violated a criminal law or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersreceived an improper personal benefit.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, manager, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager manager, officer, employee or officer agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director director, officer, employee or officer agent or in any other capacity while serving as an equity holder, manager, director director, officer, employee or officeragent, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managers.

Right to Indemnification. Each Person Subject to the limitations and conditions provided in this Article VII, each Member or Manager of the Company or shareholder, general or limited partner, members or other holder of an equity in interest of any Member or Manager, or officer, director or manager of any of the foregoing (collectively, the “Indemnitees”) who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative arbitrative (hereinafter, a “Proceeding”), by reason of the fact or any appeal in such a Proceeding or any inquiry or investigation that he, she or it is or was the Sole Member, could lead to such a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officerProceeding, shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationapplicable 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 requires the Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment)) against any losses, against all expenseclaims, liability and loss (including attorneys’ feesdemands, liabilities, costs, damages, judgments, penalties (including excise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including, as amended without limitation, reasonable attorneys’ and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlementexperts’ fees) reasonably actually incurred or suffered by such Indemnitee Person in connection therewith; providedwith such Proceeding, howeverappeal, that, except as provided inquiry or investigation (each a “Loss”) in Section 5.6 connection with respect any matter arising out of or incidental to Proceedings any act performed or omitted to enforce rights to indemnification, the Company shall indemnify be performed by any such Indemnitee in connection with this Agreement or the Company’s business or affairs, unless it shall be determined by a Proceeding court of competent jurisdiction that such Loss shall have been the result of (i) gross negligence, fraud or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized intentional misconduct by the ManagersMember or Manager in question, (ii) breach of such Person’s duties pursuant to this Agreement, or (iii) breach of any representation and warranty made by the Member or Manager in question to the Company or any other Member under this Agreement or in any document or certification expressly contemplated hereunder except for the Contribution Agreement, in which case such indemnification shall not cover such resulting Loss. Indemnification under this Article VII shall continue as to a Person who has ceased to serve in the capacity or retain the status 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 actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. Any right to indemnification under this Article VII shall be paid solely out of and to the extent of the Company’s assets and shall not be a personal obligation of any Member, and in no event will any Member be required, or permitted without the Unanimous Approval of the Members, to contribute additional capital to the Company to enable the Company to satisfy any obligation under this Article VII.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article IX, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative administrative, arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, she or it a Person of whom he is the legal representative, is or was the Sole Member, a Manager, Member and/or an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member officer of the Company, or while a Member and/or officer is or was serving at the request of the Company as a directoran officer, manager partner, venturer, proprietor, trustee, employee, agent or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, enterprise shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationunder 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 such said law permitted the Company to provide prior to such amendment)) against judgments, against all expensepenalties, liability fines, settlements and loss reasonable expenses (including including, without limitation, 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 be in the best interests of the Company and (b) such course of conduct did not constitute gross negligence, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”)intentional misconduct, or penalties knowing violation of law on the part of such Person and amounts paid otherwise was materially in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 accordance with the terms of this Agreement. Indemnification under this Article IX shall continue with respect to Proceedings a Person who has ceased to enforce serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to indemnificationthis Article IX shall be deemed contractual rights, and no amendment, modification or repeal of this Article IX shall have the Company shall indemnify effect of limiting or denying any such Indemnitee 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 connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersthis Article IX could involve indemnification for negligence.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the The Company, to the fullest extent permitted or required by law, shall indemnify and hold harmless the Delaware General Corporation Law as if Managers, the Company were a Delaware corporationofficers, as the same exists or may hereafter be amended Members and all the representatives of the Managers, the Members and their respective Affiliates (butindividually an “Indemnitee”) from and against any and all losses, in the case claims, demands, costs, damages, liabilities, expenses of any such amendment, only to the extent that such amendment permits broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss nature (including reasonable attorneys’ fees' fees and disbursements), judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as amended and as may be further amended from time to time a party or otherwise, arising out of the business of the Company (“ERISA”), or penalties and amounts paid regardless of whether an Indemnitee remains in settlement) reasonably incurred or suffered by the capacity for which such Indemnitee is entitled to indemnification at the time any such liability or expense is paid or incurred) if the Indemnitee acted in connection therewith; provided, however, that, except as provided good faith and in Section 5.6 with respect a manner the Indemnitee reasonably believed to Proceedings to enforce rights to indemnification, be in the interests of the Company and the conduct was not unlawful and/or did not constitute intentional misconduct, gross negligence or fraud. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere shall indemnify any such not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee acted in connection with a Proceeding manner contrary to that specified above. Any indemnification hereunder shall be satisfied solely out of the assets of the Company (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized from insurance permitted to be obtained by the ManagersCompany) and no Member shall be subject to any personal liability by reason of these indemnification provisions.

Right to Indemnification. Each Person who was or is made a party or is threatened to be made a party to or is otherwise subject to or involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)Action, by reason of the fact that he, she or it is or was the Sole Member, a Manager, an OfficerMember or Officer or, or an officer, director or stockholder at the discretion of the Sole Member in its capacity as sole member Board, any employee or agent of the CompanyCompany or any of its Subsidiaries, or is or was serving an officer, or, at the request discretion of the Company as a directorBoard, manager any employee or officer agent, of another limited liability company, corporation, partnership, joint venture, limited liability company, trust or other enterpriseentity or which relates to or arises out of the property, business or affairs of the Company or any of its Subsidiaries, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, ) shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability Liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; providedtherewith (“Indemnifiable Losses”), howeverwhether the basis of such Action is alleged action in an official capacity as a manager, thatdirector, officer, employee or agent or in any other capacity while serving as a manager, director, officer, employee or agent. However, such Indemnitee shall not be entitled to indemnification if such Indemnitee’s conduct constituted fraud, intentional misconduct or a knowing violation of Law. Notwithstanding the foregoing, except as provided in Section 5.6 7.5(d) with respect to Proceedings Actions to enforce rights to indemnification, the Company shall only indemnify any such Indemnitee pursuant to this Section 7.5 in connection with a Proceeding an Action (or part thereofthereof but excluding any compulsory counterclaim) initiated by such Indemnitee only if such Proceeding Action (or part thereofthereof but excluding any compulsory counterclaim) was authorized by the ManagersPubCo Board.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)investigative, by reason of the fact that he, she or it he is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 3 of this Article with respect to Proceedings proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the Managersboard of directors of the Corporation.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the CompanyCorporation or, or is or was serving at the request of the Company Corporation as a director, manager officer, employee, agent or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee, agent or officer trustee or in any other capacity while serving as an equity holdera director, managerofficer, director employee, agent or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationlaw, as the same exists or may hereafter be amended (but, in the case of any such amendment, if permitted, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 7.03 with respect to Proceedings proceedings to enforce rights to indemnificationindemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, Director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member Corporation or, while a Director or an officer of the Company, or Corporation is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, any other corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an any employee benefit plan (an each, a “IndemniteeCovered Person”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if the Company were a Delaware corporationLaw, 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”)amended, or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee Covered Person in connection therewith; provided, however, that, that except as provided in Section 5.6 7.03 with respect to Proceedings seeking to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee a Covered Person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such Indemnitee Covered Person only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Subject to the limitations and conditions as provided in this Article, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “"Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that hehe or a Person of whom he is the legal representative, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder Manager of the Sole Member in its capacity as sole member Company or while a Manager of the Company, or Company is or was serving at the request of the Company as a Manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust or other enterprisesole proprietorship, including service with respect to an trust, employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, enterprise shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationPaBCL, as the same exists exist or may hereafter be amended amended, against judgments, penalties (butincluding excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys' fees and related defense costs) actually incurred by such Person in connection with such Proceeding, and indemnification under this Article shall continue as 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 shall be deemed contract rights and no amendment, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in this Article could involve indemnification for negligence or under theories of strict liability but may not extent to any matter for which indemnification is precluded by Section 5.6 with respect to Proceedings to enforce rights to indemnification, 8945(b) of the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersPaBCL.

Right to Indemnification. Each Person who In the event that the Employee was or is made a party or was or is threatened to be made a party to or was or is otherwise involved or called as a witness in any action, suit suit, proceeding or proceedingalternative dispute resolution mechanism, or any hearing, inquiry or investigation that the Employee in good faith believes may lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative investigative, and any appeal therefrom (hereinafter, collectively a “Proceeding”), by reason of the fact that hehe was, she or it is or was the Sole Memberhad agreed to become a director, a Manager, an Officer, or an officer, director employee, agent or stockholder of the Sole Member in its capacity as sole member fiduciary of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, Employee shall be indemnified and held harmless by the Company, Company to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationunder applicable law, as the same now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law the Company was permitted to provide prior to such amendment) against all expenses (including reasonable attorneys’ fees and all other costs, expenses, liabilities, obligations and disbursements in connection with investigating, prosecuting, defending, preparing to prosecute and defend, or being a witness or other participant in any Proceeding), against all expenseliabilities and losses (including, liability and loss (including attorneys’ feesbut not limited to, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties fines and amounts paid for or to be paid in settlement) reasonably incurred or suffered by such Indemnitee the Employee in connection therewith; providedwith any Proceeding (collectively, “Expenses”), provided however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification1.6(e) hereof, the Company shall indemnify any such Indemnitee the Employee in connection with a Proceeding (or part thereof) initiated by such Indemnitee the Employee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person Subject to the limitations and conditions as provided in this Section 7.11, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative, or investigative (a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such person, or a person of whom he, she or it is the legal representative, is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder general partner of the Sole Member in its capacity as sole member Partnership or while a general partner of the Company, or Partnership is or was serving at the request of the Company Partnership as a member, manager, director, manager officer, partner, venturer, proprietor, trustee, employee, agent or officer similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan, or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, Partnership to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationTBOC, 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 Partnership to provide broader indemnification rights than such law permitted the Partnership to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), against all expensefines, liability settlements, and loss reasonable expenses (including attorneys’ fees) that are not attributable to the willful misconduct, judgmentsgross negligence, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”)intentional fraud, or penalties and amounts paid in settlement) reasonably material breach of an express provisions of this Agreement by a party claiming or considered for indemnity actually incurred or suffered by such Indemnitee person in connection therewith; providedwith such Proceeding, howeverand indemnification under this Section 7.11 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 7.11 shall be deemed contract rights, thatand no amendment, except as provided in modification, or repeal of this Section 5.6 7.11 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification, or repeal. The Partners agree that the indemnification provided in connection with a Proceeding (this Section 7.11 could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersother theories of strict liability.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise subject to or involved in any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer, employee or officer agent of another limited liability company, corporation, company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holdera director, managerofficer, director employee or officer agent or in any other capacity while serving as an equity holdera director, managerofficer, director employee or officeragent, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationDGCL and any other 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewiththerewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 5.6 4 of this Article IX with respect to Proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee pursuant to this Section 1 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person who was or The Company shall indemnify and hold harmless Indemnitee, as soon as practicable but in any event no later than thirty days after written demand, in connection with any Proceeding to which Indemnitee is made a party or is threatened to be made a party to witness or in which Indemnitee is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)involved, by reason of the fact that heIndemnitee is to become, she or it is or was the Sole Membera director, a Manager, an Officer, or an officer, director employee, consultant, agent or stockholder of the Sole Member in its capacity as sole member fiduciary of the Company, or is to serve or is or was serving at the request of the Company as a director, manager officer, employee, consultant, agent or officer fiduciary of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including including, without limitation, service with respect to an employee benefit plan plan, or by reason of anything done or not done by Indemnitee in any such capacity (each such event, occurrence or circumstance in which Indemnitee is entitled to indemnification pursuant to this Agreement, an “Indemnitee”"Indemnifiable Event"), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, each case to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporationapplicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted prior to such amendmentthereto), against all expenseExpenses, liability and loss (including attorneys’ feesincurred, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), suffered or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith, and such indemnification shall continue after Indemnitee has ceased to be a director, officer, employee, consultant, agent or fiduciary of the Company and shall inure to the benefit of Indemnitee's heirs, executors and administrators; provided, however, that, except as provided in Section 5.6 5 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the ManagersBoard.

Right to Indemnification. Each Person In the event that FIC registers any of the Registrable Shares under the Securities Act, a Holder of the Registrable Shares so registered will indemnify and hold harmless FIC and Purchaser, each of their directors, each of their officers who was have signed or is made a party otherwise participated in the preparation of the registration statement, and each underwriter of the Registrable Shares so registered (including any broker or is threatened dealer through whom such of the shares may be sold) from and against any and all losses, claims, damages, expenses or liabilities, joint or several, to be made a party to which they or is otherwise involved any of them may become subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse FIC or Purchaser and each such director, officer, underwriter or controlling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any actionliability, suit insofar as such losses, claims, damages, expenses, liabilities or proceedingactions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement, whether civil, criminal, administrative in any preliminary or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer amended preliminary prospectus or in any other capacity while serving as an equity holder, manager, director the final prospectus (or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, 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 broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, registration statement or prospectus as amended and as may be further amended from time to time (“ERISA”)amended or supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, but only insofar as any such statement or penalties omission was made in reliance upon and amounts paid in settlement) reasonably incurred or suffered conformity with information furnished in writing to FIC in connection therewith by such Indemnitee in connection therewithHolder expressly for use therein; provided, however, that, except as provided in Section 5.6 with respect that such Holder's obligations hereunder shall be limited to Proceedings an amount equal to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated proceeds received by such Indemnitee only if Holder from Registrable Shares sold in such Proceeding (or part thereof) was authorized by the Managersregistration.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member corporation (or any predecessor of the Companycorporation, including any proceeding which relates to events or activities involving a predecessor corporation which took place prior to the formation of the corporation) or is or was serving at the request of the Company corporation (or any predecessor of the corporation, including any proceeding which relates to events or activities involving a predecessor corporation which took place prior to the formation of the corporation) as a director, manager officer, employee or officer agent of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, corporation to the fullest extent permitted or required authorized by the Delaware General New Jersey Business Corporation Law as if the Company were a Delaware corporationAct, as the same such Act exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law Act permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitees in connection therewith; provided, however, that, except as provided in Section 5.6 with . With respect to Proceedings to enforce rights to indemnificationamounts paid in settlement, the Company shall indemnify any such Indemnitee in connection with settlement of a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized proceeding must be approved by the Managerscorporation in advance for the indemnification obligations set forth herein to bind the corporation.

Right to Indemnification. Each Subject to the limitations and conditions as provided herein or by applicable law, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, arbitrative or investigative (hereinafter a “"Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that hehe or she, or a Person of whom he or she or it is the legal representative, is or was a Member of the Sole MemberCompany, a Manager, an Officer, member of a committee of the Company or an officer, director or stockholder of the Sole Member in its capacity as sole member officer of the Company, or while such a Person is or was serving at the request of the Company as a director, manager officer, partner, venturer, proprietor, trustee, employee, agent, or officer similar functionary of another limited liability companyforeign or domestic general partnership, corporation, partnership, joint venture, trust sole proprietorship, trust, employee benefit plan or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the CompanyCompany 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 or required by the Delaware General Corporation Law as if the Company were a Delaware corporationAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such said law permitted the Company to provide prior to such amendment)) against judgments, against all expense, liability and loss penalties (including attorneys’ fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes under the Employee Retirement Income Security Act of 1974settlements and reasonable expenses (including, as amended and as may be further amended from time to time (“ERISA”)without limitation, or penalties and amounts paid in settlementattorneys' fees) reasonably actually incurred or suffered by such Indemnitee Person in connection therewithwith such Proceeding, and indemnification under this Article VIII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder for any and all liabilities and damages related to and arising from such Person's activities while acting in such capacity; provided, however, thatthat no Person shall be entitled to indemnification under this Section 8.01 in the event 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 VIII shall be deemed contract rights, except as provided in Section 5.6 and no amendment, modification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to enforce rights to indemnification, the Company shall indemnify any such Indemnitee amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in connection with a Proceeding (this Article VIII could involve indemnification for negligence or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managersunder theories of strict liability.

Right to Indemnification. Each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or she or it is or was the Sole Member, a Manager, an Officer, director or an officer, director or stockholder officer of the Sole Member in its capacity as sole member of the Company, Corporation or is or was serving at the request of the Company Corporation as a director, manager officer or officer trustee of another limited liability company, corporation, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemniteeindemnitee”), whether the basis of such Proceeding proceeding is alleged action in an official capacity as an equity holdera director, manager, director officer or officer trustee or in any other capacity while serving as an equity holdera director, manager, director officer or officertrustee, shall be indemnified and held harmless by the Company, Corporation to the fullest extent permitted or required authorized by the Delaware General Corporation Law as if law of the Company were a Delaware corporationstate of incorporation of the Corporation, 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 Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 7.03 of these By-Laws with respect to Proceedings proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) initiated by such Indemnitee indemnitee only if such Proceeding proceeding (or part thereof) was authorized by the ManagersBoard of Directors of the Corporation.