Common use of Right to Indemnification Clause in Contracts

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE V, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a Member or officer of the Company or while a Member or officer of the Company is or was serving at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture or other entity or enterprise, may be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorney’s fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to The Company shall indemnify, and on ------------------------ request shall advance funds to, the limitations Employee for expenses (including attorneys' fees), judgments, penalties, fines and conditions as provided amounts paid in this ARTICLE V, each Person who was or is made 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 (including involvement as a witness) in any completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative investigative or investigative (hereinafter a “Proceeding”)otherwise, by reason of the fact that he or she the Employee (a) is or was a Member or officer an employee of the Company Company, or while a Member or officer of the Company (b) is or was serving at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture venture, trust, employee benefit plan or other entity or enterprise, may be indemnified in the manner and held harmless by the Company to the fullest extent permitted by applicable law; provided, however, that the ActCompany shall 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 (c) 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 be amended, against all expense, liability any such amendment shall apply to this Agreement only to the extent mandated by law and loss (including attorney’s fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed only as to be in, or not opposed to, the best interests activities of the Company, and Employee subject to indemnification under this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior subsection 11.1 which occur subsequent to the time effective date of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject (a) Except for an action brought by the Company or a Member on the basis of an action of the Officer or Manager ultimately determined to constitute conduct falling within any of the limitations and conditions as provided circumstances in this ARTICLE VSections 9.1(a) through 9.1(d), each Person the Company shall indemnify any person (each, an “Indemnitee”) who was or is made a party or is threatened to be made a party to any threatened, pending, or is otherwise involved (including involvement as a witness) in any completed action, suit suit, or proceeding, whether civil, criminal, administrative, arbitrative arbitrative, or investigative (hereinafter a “Proceeding”)investigative, by reason of the fact that he or she the Indemnitee is or was a Member Member, Officer, or officer Manager of the Company Company, or while a Member is or officer was acting as an agent of the Company Company, or is or was serving at the request of the Company as a manager, director, officerOfficer, partner, venturer, proprietor, trustee, employee, partneragent, member, manager, trustee, fiduciary or agent similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture venture, trust, sole proprietorship, employee benefit plan, or other entity or enterprise, may be indemnified against expenses (including attorneys’ fees) actually and held harmless reasonably incurred by the Company Indemnitee in connection therewith to the fullest extent permitted that the Indemnitee has been wholly successful on the merits or otherwise in defense of the action, suit, or proceeding. (b) The Company shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, by reason of the fact that the Indemnitee is or was an Officer or Manager of the Company, or is or was acting as an agent of the Company, or is or was serving at the request of the Company as a manager, director, Officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, trust, sole proprietorship, employee benefit plan, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the ActIndemnitee, as the same exists or may hereafter be amendedand against judgments, against all expense, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes), fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered settlement by such Person the Indemnitee in connection with such Proceeding; provided that such Person therewith, if the Indemnitee acted in good faith and in a manner such Person the Indemnitee reasonably believed, in the case of conduct in the Indemnitee’s official capacity, to be in the best interests of the Company or, in all other cases, to be not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, if the Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful, except that if the Indemnitee is found liable to the Company or is found liable on the basis that personal benefit improperly was received by the Indemnitee, the indemnification provided pursuant to this Section 9.2 (i) is limited to expenses actually and reasonably incurred by the Indemnitee in connection with the proceeding and (ii) will not be made in respect of any proceeding in which the Indemnitee is found liable for willful or intentional misconduct in the performance of the Indemnitee’s duty to the Company. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company, and indemnification under this ARTICLE V shall continue as or, with respect to a Person who has ceased any criminal action or proceeding, that the Indemnitee had reasonable cause to serve in believe that the capacity which initially entitled such Person Indemnitee’s conduct was unlawful. An Indemnitee will be deemed to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer have been found liable in respect of any actclaim, omission issue, or condition existing or event or circumstance occurring prior to matter only after the time Indemnitee has been so adjudged by a court of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories competent jurisdiction after exhaustion of strict liabilityall appeals therefrom.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE VArticle VIII, each Person person or entity (“Person”) who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Member or an officer of the Company or or, while a Member or an officer of the Company Company, is or was serving at the request of the Company as a manager, director, officer, employee, partner, memberventurer, managerproprietor, trustee, fiduciary employee, agent or agent similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture venture, sole proprietorship, trust or other entity or enterprise, may shall be indemnified and held harmless by the Company to the fullest extent permitted by the Actunder applicable law, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all expensejudgments, liability and loss (including attorney’s fees, judgmentspenalties, fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including, without limitation, reasonable attorneys’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that (a) such Person acted Person’s course of conduct was pursued in good faith and in a manner such Person reasonably believed by him to be in, or not opposed to, in the best interests of the CompanyCompany and (b) such course of conduct did not constitute gross negligence, intentional misconduct, or knowing violation of law on the part of such Person and indemnification otherwise was materially in accordance with the terms of this Agreement. Indemnification under this ARTICLE V Article VIII shall continue as with respect to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V Article VIII shall be a contract rightdeemed contractual rights, and no amendment, modification or repeal of this ARTICLE V Article VIII shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to the time of such any amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided in this ARTICLE V Article VIII could involve indemnification for negligence or under theories of strict liabilityother than gross negligence.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE VSection 5 and in the Act, each Person (“Indemnified Person”) who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), by reason of or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, because the fact that he Indemnified Person was or she is or was a Member or an officer of the Company or while the Indemnified Person was or is the legal representative of or a Member or officer of the Company is or was serving at the request of the Company as a manager, director, officer, employee, partner, memberventurer, managerproprietor, trustee, fiduciary employee, agent or agent similar functionary of another foreign a Member or domestic limited liability companyof an officer of the Company, corporation, partnership, joint venture or other entity or enterprise, may shall be indemnified and held harmless by the Company to the fullest extent permitted by the Actagainst judgments, as the same exists or may hereafter be amended, against all expense, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable costs and expenses (including, without limitation, attorneys’ fees) reasonably actually incurred or suffered by such Indemnified Person in connection with such Proceeding; , provided that such the Indemnified Person acted in good faith and in a manner such that the Indemnified Person reasonably believed to be in, or not opposed to, the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, and indemnification under this ARTICLE V shall continue as with respect to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunderany criminal action or proceeding, such rights granted pursuant to this ARTICLE V shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence Indemnified Person had reasonable cause to believe that his or under theories of strict liabilityher conduct was unlawful.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE VArticle VIII, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, administrative or arbitrative or investigative in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he such Person, or she a Person of which such Person is the legal representative, is or was a Member Member, a Director or officer of the Company or while Officer or, in each case, a Member or officer of the Company is or was serving at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture or other entity or enterprise, may representative thereof shall be indemnified and held harmless by the Company to the fullest extent permitted by the Actapplicable Law, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Law permitted the Company to provide prior to such amendment) against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including reasonable attorneys’ and experts’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that , appeal, inquiry or investigation (“Loss”), unless (a) such Person acted Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, willful misconduct or, in the case of any Member, willful breach of this Agreement or, in the case of any Director or Officer, knowing and intentional breach of this Agreement or (b) in the case of an Officer, such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such person’s failure to act in good faith and in a manner such Person person reasonably believed to be in, or not opposed to, the best interests of the CompanyCompany or other failure to comply with such Officer’s duties pursuant to Section 5.6(b), and indemnification or, with respect to a criminal proceeding, such Officer had reasonable cause to believe his or her conduct was unlawful. Indemnification under this ARTICLE V Article VIII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V Article VIII, including the rights to advancement granted under Section 8.3, shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Article VIII shall adversely affect 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. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Article VIII to the contrary, nothing in this Agreement shall provide for any indemnification of any Member or officer any legal representative thereof in respect of any act, omission Proceeding brought by another Member against such first Member for breach of this Agreement or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilityany Affiliate Contract.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE VVIII, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, administrative or arbitrative or investigative in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he such Person, or she a Person of which such Person is the legal representative, is or was a Member Member, a Director or officer of the Company or while Officer or, in each case, a Member or officer of the Company is or was serving at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture or other entity or enterprise, may representative thereof shall be indemnified and held harmless by the Company to the fullest extent permitted by the Actapplicable law, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including, without limitation, reasonable attorneys’ and experts’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that , appeal, inquiry or investigation (“Loss”), unless (a) such Person acted Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, intentional misconduct or, in the case of the Sole Member, willful breach of this Agreement or, in the case of any Director or Officer, knowing and intentional breach of this Agreement or (b) in the case of an Officer, such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s failure to act in good faith and in a manner such Person reasonably believed to be in, in or not opposed to, to the best interests of the CompanyCompany or other failure to comply with such Officer’s duties pursuant to Section 5.6(d), and indemnification or such Officer had reasonable cause to believe his or her conduct was unlawful. Indemnification under this ARTICLE V VIII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V VIII, including the rights to advancement granted under Section 8.3, shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V VIII shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any actProceedings, omission appeals, inquiries or condition existing or event or circumstance occurring investigations arising prior to any amendment, modification or repeal. The foregoing indemnification is for the time benefit of the Persons identified above acting in the capacities described above and not in any other capacity. The Persons identified above must first seek recovery under any other indemnity or any insurance policies provided by or for the benefit of the Partnership or its Subsidiaries or Minority Subsidiaries (or their respective directors, officers, employees, agents or representatives) by which such Persons are indemnified or covered, as the case may be, but only to the extent that the indemnitor with respect to such indemnity or the insurer with respect to such insurance policy provides (or acknowledges its obligation to provide) such indemnity or coverage on a timely basis, as the case may be. In the event of indemnification under this ARTICLE VIII, the Company shall be subrogated to the extent of such amendmentpayment to all of the rights of recovery of the Persons identified above, repeal or modification. It is expressly acknowledged who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories execution of strict liabilitysuch documents necessary to enable the Company effectively to bring suit to enforce such rights.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE Vherein 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 (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Member or officer of the Company or while 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 member of a committee of the Company or an officer of the Company 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, officer, employeepartner, partnerventurer, member, manager, trustee, fiduciary Partnership Representative or Designated Individual, employee, agent or similar functionary of another foreign or domestic general partnership, corporation, limited partnership, joint venture, limited liability company, corporationtrust, partnership, joint venture employee benefit plan or other entity or enterpriseenterprise (each an “Indemnitee”), may shall be indemnified and held harmless by the Company to the extent such Proceeding or other above-described process relates to any such above-described relationships with, status with respect to, or representation of any such Person to the fullest extent permitted by the Act, as the same exists or may hereafter hereinafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Laws permitted the Company to provide prior to such amendment), against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including attorneys’ and experts’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunderhereunder for any and all liabilities and damages related to and arising from such Person’s activities while acting in such capacity; 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, in respect of the matter for which such Person is seeking indemnification pursuant to this Section 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. If 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 elects to provide indemnification hereunder, enable it to effectuate such indemnification. The rights granted pursuant to this ARTICLE V Article VII shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Article VII shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to the time of any such amendment, repeal modification or modificationrepeal. It is expressly acknowledged that An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.1 because the Indemnitee had an interest in the transaction with respect to which the indemnification provided in applies if the transaction was otherwise permitted by the terms of this ARTICLE V could involve indemnification for negligence or under theories of strict liabilityAgreement. 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. Subject to To the limitations and conditions as provided in this ARTICLE V, each Person who 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 (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), completed proceeding by reason of the fact that he or she Indemnitee is or was a Member or officer of the Company or while a Member or officer of the Company is or was serving has agreed to serve at the request of the Company as a director, officer, employeeemployee or agent (which for purposes hereof, partner, member, manager, shall include a trustee, fiduciary 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 foreign or domestic limited liability company, corporation, partnership, joint venture venture, trust, employee benefit plan or other entity or enterprise, may be indemnified and held harmless or by reason of any action alleged to have been taken or omitted in such capacity. For the Company 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. (b) The indemnification provided by the Act, as the same exists or may hereafter this Section 1 shall be amended, from and against all expense, liability and loss expenses (including attorney’s attorneys’ fees), judgments, fines, excise taxes or penalties fines and amounts paid in settlement) settlement actually and reasonably incurred by Indemnitee or suffered by such Person on Indemnitee’s behalf in connection with such Proceeding; proceeding and any appeal therefrom, but shall only be provided that such Person if Indemnitee acted in good faith and in a manner such Person Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company, and indemnification under and, with respect to any criminal proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) Notwithstanding the foregoing provisions of this ARTICLE V shall continue Section 1, in the case of any threatened, 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 to a Person who director or officer of the Company, is or was serving or has ceased agreed to serve in at the capacity which initially entitled such Person to indemnity hereunder. If request of the Company elects to provide indemnification hereunderas a director, such rights granted pursuant to this ARTICLE V officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, Indemnitee shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such entitled to the rights of any Member indemnification provided for herein in connection with such action or officer 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 actsuch claim, omission issue or condition existing matter as to which Indemnitee shall have been finally adjudged to be liable to the Company unless, and only to the extent that, the Delaware Court of Chancery or event the court in which such action or circumstance occurring 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 any criminal action or proceeding, had reasonable cause to 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 have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the reviewing party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the time 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 amendmentlegal 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, repeal the burden of proof shall be on the Company to establish by clear and convincing evidence that Indemnitee is not so entitled. (e) The indemnification and contribution provided for herein will remain in full force and effect regardless of any investigation made by or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence on behalf of Indemnitee or under theories any officer, director, employee, agent or controlling person of strict liabilityIndemnitee.

Right to Indemnification. Subject to the limitations and conditions as provided set forth in this ARTICLE VSection 5, each Person 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 involvement including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a Member or officer director of the Company or while a Member or officer of the Company is or was serving at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary director or agent officer of another foreign corporation, as a partner or domestic officer of a partnership, as a member or officer of a limited liability company, corporationas a principal or officer of a joint venture, partnership, joint venture as a trustee or officer of a trust or in any comparable capacity in any other entity or enterprise, may including service with respect to an employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a director or in any such other capacity while so serving, shall be indemnified and held harmless by the Company to the fullest full extent permitted authorized by the ActDGCL, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including attorney’s feesattorneys’ fees and related disbursements, judgments, fines, excise taxes or and penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Person Indemnitee in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Companytherewith, and such indemnification under this ARTICLE V shall continue as to a Person person who has ceased to serve be a director, officer, partner, member, principal, or trustee or to hold a comparable position, in each case as applicable, and shall inure to the capacity which initially entitled such Person to indemnity hereunderbenefit of his or her heirs, executors and administrators. If the Company elects to provide indemnification hereunderIndemnitee is or was serving as a director or officer of a subsidiary of the Company, such rights granted pursuant to this ARTICLE V then the Indemnitee shall be a contract rightdeemed to be serving, and no amendmentor have served, modification or repeal at the request of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilityCompany.

Right to Indemnification. Subject to In the limitations and conditions as provided in this ARTICLE Vevent that the Company registers any of the Registrable Shares under the Securities Act, each Person Holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its directors, each of its officers who was have signed or is made a party or is threatened to be made a party to or is otherwise involved participated in the preparation of the registration statement, and each underwriter of the Registrable Shares so registered (including involvement as a witness) in any action, suit broker or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), by reason dealer through whom such of the fact that he shares may be sold) (collectively, the "Company Indemnified Parties") from and against any and all losses, claims, damages, expenses or she is liabilities, individually and not jointly and severally, to which such Holder may become subject under the Securities Act, applicable state securities laws or was a Member under any other statute or officer of at common law or otherwise, and, except as hereinafter provided, will reimburse the Company or while a Member or officer of the Company is or was serving at the request of the Company as a and each such director, officer, employee, partner, member, manager, trustee, fiduciary underwriter or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture controlling person for any legal or other entity or enterprise, may be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorney’s fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) expenses reasonably incurred by them or suffered by such Person any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such Proceedinglosses, 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 registration statement, in any preliminary or amended preliminary prospectus or in the final prospectus (or in the registration statement or prospectus as from time to time 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 omission was made in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such Holder expressly for use therein; provided provided, however, that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V Holder's obligations hereunder shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior limited to an amount equal to the time of proceeds received by such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided Holder from Registrable Shares sold in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilitysuch registration.

Right to Indemnification. Subject In connection with the Company's registration of Registrable Shares pursuant to this Agreement, the Company will indemnify and hold harmless each Holder (which for purposes of only this Section 10 includes such Holder's respective affiliates, partners, principals, officers, directors, managers, members, employees, independent contractors, agents, underwriters, representatives, and other similarly situated parties, and the successors, heirs and personal representatives of any of them) (collectively, the "Holder Indemnified Parties") from and against any and all losses, claims, damages, expenses or liabilities, joint or several, to which such Holder becomes subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, will reimburse each such Holder, if any, for any legal or other expenses reasonably incurred by such Holder in connection with investigating or defending any actions whether or not resulting in any liability, as incurred, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the final prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities laws applicable to the limitations Company and conditions as provided in this ARTICLE V, each Person who was relating to action or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a Member or officer inaction required of the Company or while a Member or officer of the Company is or was serving at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture or other entity or enterprise, may be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorney’s fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Person in connection with such Proceeding; provided that registration, unless (a) such Person acted untrue statement or alleged untrue statement or omission or alleged omission was made in good faith such registration statement, preliminary or amended preliminary prospectus or final prospectus in reliance upon and in a manner conformity with information furnished in writing to the Company in connection therewith by such Person reasonably believed to be inHolder expressly for use therein, or not opposed tounless (b) in the case of a sale directly by such Holder, the best interests such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus copies of which were delivered to such Holder on a timely basis, and such Holder failed to deliver a copy of the Company, and indemnification under this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V shall be a contract right, and no amendment, modification final or repeal of this ARTICLE V shall adversely affect such rights of any Member amended prospectus at or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time confirmation for the sale of the Registrable Shares to the person asserting any such amendmentloss, repeal claim, damage or modification. It liability in any case where such delivery is expressly acknowledged that required by the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilitySecurities Act.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE VArticle VIII, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, administrative or arbitrative or investigative in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he such Person, or she a Person of which such Person is the legal representative, is or was a Member Member, a Director or officer of the Company or while Officer or, in each case, a Member or officer of the Company is or was serving at the request of the Company as a directorrepresentative thereof (each, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture or other entity or enterprise, may an “Indemnified Person”) shall be indemnified and held harmless by the Company to the fullest extent permitted by the Actapplicable law, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including, without limitation, reasonable attorneys’ and experts’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that , appeal, inquiry or investigation (“Loss”), unless (a) such Person acted Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s fraud, intentional misconduct or, in the case of any Member, willful breach of this Agreement or, in the case of any Director or Officer, knowing and intentional breach of this Agreement or (b) in the case of an Officer, such Loss shall have been finally determined by a court of competent jurisdiction to have resulted from such Person’s failure to act in good faith and in a manner such Person reasonably believed to be in, in or not opposed to, to the best interests of the CompanyCompany or other failure to comply with such Officer’s duties pursuant to Section 5.6, and indemnification or such Officer had reasonable cause to believe his or her conduct was unlawful. Indemnification under this ARTICLE V Article VIII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V Article VIII, including the rights to advancement granted under Section 8.3, shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Article VIII shall adversely affect 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. The foregoing indemnification is for the benefit of the Persons identified above acting in the capacities described above and not in any other capacity. For the avoidance of doubt and notwithstanding anything in this Article VIII to the contrary, nothing in this Agreement shall provide for any indemnification of any Member or officer any legal representative thereof in respect of any act, omission or condition existing or event or circumstance occurring prior to the time Proceeding by any other Member against such Member for breach of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilityAgreement.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE V, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “"Proceeding”"), by reason of the fact that he or she is or was a Member or officer of the Company or while a Member or officer of the Company is or was serving at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture or other entity or enterprise, may be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorney’s 's fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to In the limitations and conditions as provided in this ARTICLE Vevent that FIC registers any of the Registrable Shares under the Securities Act, each Person 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 or is threatened to be made a party to or is otherwise involved participated in the preparation of the registration statement, and each underwriter of the Registrable Shares so registered (including involvement as a witness) in any action, suit broker or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), by reason dealer through whom such of the fact that he shares may be sold) from and against any and all losses, claims, damages, expenses or she is liabilities, joint or was a Member several, to which they or officer any of them may become subject under the Company Securities Act, applicable state securities laws or while a Member under any other statute or officer of the Company is at common law or was serving at the request of the Company otherwise, and, except as a hereinafter provided, will reimburse FIC or Purchaser and each such director, officer, employee, partner, member, manager, trustee, fiduciary underwriter or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture controlling person for any legal or other entity or enterprise, may be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorney’s fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) expenses reasonably incurred by them or suffered by such Person any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such Proceedinglosses, 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 registration statement, in any preliminary or amended preliminary prospectus or in the final prospectus (or in the registration statement or prospectus as from time to time 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 omission was made in reliance upon and in conformity with information furnished in writing to FIC in connection therewith by such Holder expressly for use therein; provided provided, however, that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V Holder's obligations hereunder shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior limited to an amount equal to the time of proceeds received by such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided Holder from Registrable Shares sold in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilitysuch registration.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE Vherein 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 (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”)’}, or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Member or officer of the Company or while Affiliate thereof or any of their respective representatives, an officer or employee of the Company or Affiliate or a Member director, officer, member or employee of the Managing Member, Parent or any Affiliate, a member of a committee of the Company or an officer of the Company 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, officer, employeepartner, partnerventurer, member, manager, trustee, fiduciary Partnership Representative (or its designated individual), employee, agent or similar functionary of another foreign or domestic general partnership, corporation, limited partnership, joint venture, limited liability company, corporationtrust, partnership, joint venture employee benefit plan or other entity or enterpriseenterprise (each an “Indemnitee”}, may shall be indemnified and held harmless by the Company to the extent such Proceeding or other above-described process relates to any such above-described relationships with, status with respect to, or representation of any such Person to the fullest extent permitted by the Act, as the same exists or may hereafter hereinafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Laws permitted the Company to provide prior to such amendment), against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including attorneys’ and experts’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunderhereunder for any and all liabilities and damages related to and arising from such Person’s activities while acting in such capacity; 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, in respect of the matter for which such Person is seeking indemnification pursuant to this Section 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. If 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 elects to provide indemnification hereunder, enable it to effectuate such indemnification. The rights granted pursuant to this ARTICLE V Article VII shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Article VII shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to the time of any such amendment, repeal modification or modificationrepeal. It is expressly acknowledged that An Indemnitee shall not be denied indemnification in whole or in part under this Section 7,1 because the Indemnitee had an interest in the transaction with respect to which the indemnification provided in applies if the transaction was otherwise permitted by the terms of this ARTICLE V could involve indemnification for negligence or under theories of strict liabilityAgreement 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. Subject to the limitations and conditions as provided in this ARTICLE V, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a party, witness) , or otherwise), in any threatened, pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter hereinafter, a “Proceeding”), ) by reason of the fact that he such person, or she another person of whom such person is the legal representative, is or was a Member director, officer, employee, or officer agent of the Company corporation or while a Member or officer of the Company is or was serving at the request of the Company corporation as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture venture, trust, or other entity or enterprise, may or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent (hereafter an “Agent”), shall be indemnified and held harmless by the Company corporation to the fullest extent permitted authorized by the Actstatutory and decisional law, as the same exists or may hereafter be amendedinterpreted or amended (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the corporation to provide broader indemnification rights than were permitted prior thereto) against all expenseexpenses, liability liability, and loss (including attorney’s attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or penalties and amounts to be paid in settlement, any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article) reasonably incurred or suffered by such Person person in connection with such Proceedinginvestigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereafter “Expenses”); provided that such Person acted in good faith and in a manner such Person reasonably believed except as to be in, or not opposed toactions to enforce indemnification rights pursuant to Section 10.3, the best interests corporation shall indemnify any Agent seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of the Company, and corporation. The right to indemnification under conferred in this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V Article shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modification. It is the corporation’s intention that these Bylaws provide indemnification in excess of that expressly acknowledged that permitted by Section 317 of the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories California Corporations Code, as authorized by the corporation’s Articles of strict liabilityIncorporation.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE VSection 13, each Person individual, corporation, partnership, limited liability company, trust, estate, unincorporated organization, association or other entity (each, a “Person”) who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, administrative or arbitrative or investigative in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he such Person, or she a Person for which such Person is the legal representative, is or was the Member, a Member Manager or officer of the Company or while in each case, a Member or officer of the Company is or was serving at the request of the Company as a directorRepresentative thereof, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture or other entity or enterprise, may shall be indemnified and held harmless by the Company to the fullest extent permitted by the Actapplicable law, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all expensejudgments, liability penalties (including, without limitation, excise and loss (including attorney’s fees, judgmentssimilar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including, without limitation, reasonable attorneys’ and experts’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that , appeal, inquiry or investigation (“Loss”), unless such Loss shall have been the result of gross negligence, fraud or intentional misconduct by such Person acted (as determined by a final non-appealable judgment entered by a court of competent jurisdiction), or, in good faith and the case of any former member or former manager, such Loss arises in connection with any action, suit or Proceeding brought by a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification former member against another former member. Indemnification under this ARTICLE V Section 13 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V Section 13 shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Section 13 shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any actProceedings, omission appeals, inquiries or condition existing or event or circumstance occurring investigations arising prior to the time of such any amendment, repeal modification or modificationrepeal. It is expressly acknowledged that Notwithstanding anything in this Section 13(b) to the contrary, the indemnification provided by this Section 13(b) shall only apply to Proceedings brought by third-party claimants against a Person entitled to indemnification hereunder and not Proceedings brought by the Company against such Person. The foregoing indemnification is for the benefit of the Persons identified above acting in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilitythe capacities described above and not in any other capacity.

Right to Indemnification. (a) Subject to the limitations and conditions as provided in this ARTICLE VArticle 7, each Person (or Affiliate thereof) who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, 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 such Person, or she an Affiliate of such Person, (i) is or was a Member or officer of the Company or while (ii) was involved prior to the date hereof in negotiations to become a Member or officer of the Company is and either became a Member itself or was serving at the request of the Company as had an Affiliate become a directorMember on or prior to December 8, officer1995, employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture or other entity or enterprise, may shall be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amendedagainst judgments, against all expense, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including attorneys' fees) reasonably actually incurred or suffered by such Person (or Affiliate thereof) in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V Article 7 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If The foregoing indemnity shall cover the Company elects to provide indemnification hereunder, such matter described in Exhibit 14.15(a)(iv). The rights granted pursuant to this ARTICLE V Article 7 shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Article 7 shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to the time of any such amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for Article 7 shall not apply to actions constituting bad faith, willful misconduct, gross negligence or under theories breach of strict liabilitythe provisions of this Agreement or any other Project Agreement.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE Vherein 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 (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Member or officer of the Company, a Board Member, a member of a committee of the Company or while a Member or officer an Officer of the Company Company, or while such a Person is or was serving at the request of the Company as a director, officer, employeepartner, partnerventurer, member, manager, trustee, fiduciary employee, agent or agent similar functionary of another foreign or domestic general partnership, corporation, limited partnership, joint venture, limited liability company, corporationtrust, partnership, joint venture employee benefit plan or other entity or enterprise, may shall be indemnified and held harmless by the Company to the extent such Proceeding or other above-described process relates to any such above-described relationships with, status with respect to, or representation of any such Person to the fullest extent permitted by the Act, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Laws permitted the Company to provide prior to such amendment), against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including attorneys’ and experts’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunderhereunder for any and all liabilities and damages related to and arising from such Person’s activities while acting in such capacity; provided, however, that no Person shall be entitled to indemnification under this Section 7.1 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. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V Article VII shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Article VII shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to the time of any such amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided in this ARTICLE V Article VII could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to In the limitations event that FIC registers any of the Registrable Shares under the Securities Act, a Holder of the Registrable Shares so registered will indemnify and conditions as provided in this ARTICLE Vhold harmless FIC and Purchaser, each Person of their directors, each of their officers who was have signed or is made a party or is threatened to be made a party to or is otherwise involved participated in the preparation of the registration statement, and each underwriter of the Registrable Shares so registered (including involvement as a witness) in any action, suit broker or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), by reason dealer through whom such of the fact that he shares may be sold) from and against any and all losses, claims, damages, expenses or she is liabilities, joint or was a Member several, to which they or officer any of them may become subject under the Company Securities Act, applicable state securities laws or while a Member under any other statute or officer of the Company is at common law or was serving at the request of the Company otherwise, and, except as a hereinafter provided, will reimburse FIC or Purchaser and each such director, officer, employee, partner, member, manager, trustee, fiduciary underwriter or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture controlling person for any legal or other entity or enterprise, may be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorney’s fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) expenses reasonably incurred by them or suffered by such Person any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such Proceedinglosses, 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 registration statement, in any preliminary or amended preliminary prospectus or in the final prospectus (or in the registration statement or prospectus as from time to time 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 omission was made in reliance upon and in conformity with information furnished in writing to FIC in connection therewith by such Holder expressly for use therein; provided provided, however, that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V Holder's obligations hereunder shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior limited to an amount equal to the time of proceeds received by such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided Holder from Registrable Shares sold in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilitysuch registration.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE VArticle 9, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, 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 such Person, or she a Person of whom it is the legal representative, is or was or has agreed to become a Member Manager or officer of the Company an Officer or while a Member or officer of the Company is or was serving or has agreed to serve at the request of the Company as a member, manager, director, officer, employee, partner, memberventurer, managerproprietor, trustee, fiduciary employee, agent, or agent similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture venture, sole proprietorship, trust, employee benefit plan or other entity or enterprise, may whether the basis of such Proceeding is alleged action in an official capacity as a Manager or Officer or in any other capacity while serving or having agreed to serve as a Manger or Officer, shall be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Law permitted the Company to provide prior to such amendment) against all expense, liability and loss (including attorney’s feesjudgments, judgmentspenalties excise and similar taxes, punitive damages, fines, excise taxes or penalties and amounts paid in settlementsettlement or to be paid in settlement and attorneys’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V Article 9 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If hereunder and shall inure to the benefit of such Person’s heirs, executors and administrators; provided, however, that the Company elects shall indemnify any such Person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such Person only if such Proceeding (or part thereof) was authorized by the Board. Notwithstanding anything to provide indemnification hereunderthe contrary in this Section 9.2, such rights granted pursuant to this ARTICLE V no Manager or Officer shall be entitled to indemnification hereunder if it is determined by a contract rightfinal, nonappealable order of a court of competent jurisdiction that such person did not act in good faith and no amendment, modification in a manner such person reasonably believed to be in or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior not opposed to the time best interests of the Company, or had reasonable cause to believe such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilityperson’s conduct was unlawful.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE V(a) The Company shall, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a Member or officer of the Company or while a Member or officer of the Company is or was serving at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture or other entity or enterprise, may be indemnified and held harmless by the Company to the fullest extent permitted by the Actlaw, as the same exists or may hereafter be amendedindemnify any and all Indemnitees from and against any and all losses, against all expenseclaims, liability damages, liabilities, costs and loss expenses (including attorney’s feesattorneys' fees and costs), judgments, fines, excise taxes settlements, and other amounts arising from any and all claims, demands, actions, suits or penalties and amounts paid proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Company in settlement) reasonably incurred which any Indemnitee may be involved, or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed is threatened to be ininvolved, as a party or otherwise, unless it is established that an act or omission of the Indemnitee was material to the matter giving rise to the claim, demand, action, suit or proceeding and (i) was committed in bad faith, (ii) was the result of active and deliberate dishonesty, or not opposed to, (iii) constituted gross negligence or willful misconduct or a willful breach of this Agreement or any other agreement to which such Indemnitee is a party. Any indemnification pursuant to this Section 5.1 shall be made only out of the best interests assets of the Company, and no Member shall be required to contribute or advance funds to the Company to enable the Company to satisfy its obligations under this Section 5.1. (b) Reasonable expenses incurred by an Indemnitee who is a party to a proceeding shall be paid or reimbursed by the Company in advance of the final disposition of the proceeding upon receipt by the Company of (i) a written affirmation by the Indemnitee of the Indemnitee's good faith belief that it is entitled to indemnification by the Company pursuant to this Section 5.1 with respect to such expenses and proceeding, and (ii) a written undertaking by or on behalf of the Indemnitee, to and in favor of the Company, wherein the Indemnitee agrees to repay the amount if it shall ultimately be adjudged not to have been entitled to indemnification under this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V shall be a contract right, and no amendment, modification or repeal Section 5.1. (c) The provisions of this ARTICLE V Section 5.1 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall adversely affect such not be deemed to create any rights for the benefit of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilityother Persons.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE VArticle 7, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative arbitration or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Manager or Member or officer of the Company or while a Member or officer Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, employeeMember, partnerventurer, member, managerproprietor, trustee, fiduciary employee, agent, or agent similar functionary of another foreign or domestic limited liability company, corporation, partnershipmembership, joint venture venture, sole proprietorship, trust, employee benefit plan or other entity or enterprise, may enterprise will be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists exist or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including, without limitation, attorneys’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V shall Article 7 will continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V shall Article 7 will be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V shall adversely affect Article 7 will have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to the time of any such amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided in this ARTICLE V Article 7 could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE VArticle VII, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, administrative or arbitrative or investigative (hereinafter a “"Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she is or was a Member Manager or officer of the Company or while a Member or officer of the Company is or was serving at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture or other entity or enterprise, may Officer shall be indemnified and held harmless by the Company to the fullest extent permitted by the Delaware Act, as the same exists exist or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said applicable Law permitted the Company to provide prior to such amendment), against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including attorneys' fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V Article VII shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Article VII shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to the time of such any amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided in this ARTICLE V Article VII could involve indemnification for negligence or under theories of strict liability. Notwithstanding the foregoing, no Officer or Manager shall be indemnified for any claim initiated by such Officer or Manager against the Company, except to the extent such claim is raised to recover an indemnity award to which such Officer or Manager is entitled pursuant to this Section 7.3.

Right to Indemnification. (a) Subject to the limitations and conditions as provided in this ARTICLE VArticle 8 and in the Act, including, without limitation, Section 8.4, and only to the extent not covered by insurance, each Person (an “Indemnified Person”) who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in a Proceeding or any inquiry or investigation that could lead to a Proceeding, by reason of the fact that he he, she or she it was or is or was a Member or officer an Indirect Owner, or he, she or it was or is the legal representative of the Company or while a Member or officer of the Company is or was serving at the request of the Company as a manager, director, officer, employee, partner, member, managerco-venturer, proprietor, trustee, fiduciary employee, agent or agent Affiliate of another foreign a Member, or domestic limited liability companyany guarantor of such Member’s obligations hereunder, corporation, partnership, joint venture or other entity or enterprise, may shall be indemnified and held harmless by the Company to the fullest extent permitted by the Actagainst judgments, as the same exists or may hereafter be amended, against all expense, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable costs and expenses (including attorneys’ fees and expenses) reasonably actually incurred or suffered by such Indemnified Person in connection with the defense or settlement of such Proceeding; provided that Proceeding if (i) such Indemnified Person acted in good faith and in a manner such Person he, she or it reasonably believed to be in, or not opposed to, the best interest of the Company and (ii) the Indemnified Party’s conduct did not constitute gross negligence or willful or wanton misconduct or a breach of this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, with respect to any criminal action or proceeding, that the Indemnified Person had reasonable cause to believe that his, her or its conduct was unlawful. (b) The aforesaid indemnity shall apply only to third party claims made against an Indemnified Person, and shall not apply to or cover any claims or suits or proceedings made or asserted or instituted by any Member or any of its Affiliates against the other Member or any of its Affiliates (including the Coach Lender, the Coach Guarantor, the Related/Oxford Guarantor or Developer), or any loss, liability, cost or expense suffered by such Member or any of its Affiliates as a result of any such claim or suit or proceeding, under this Agreement, the Development Agreement, the Loan Documents, the Coach Guaranty or the Related/Oxford Guaranty. In addition, the aforesaid indemnity shall not apply to or cover any claim or suit or proceeding made or asserted or instituted against (or any loss, liability, cost or expense suffered by) the Fund Member, Developer, Related, Oxford Guarantor or any of their respective Affiliates or their respective legal representatives, managers, directors, officers, partners, members, co-venturers, proprietors, trustees, employees or agents, arising out of or under any of the guarantees or indemnifications or undertakings provided by any of them to the Construction Lender or the MTA Parties, unless and to the extent such claim or suit or proceeding arises out of any act or, where there is an affirmative obligation of the Coach Member to act, any omission, by the Coach Member or any of its Affiliates. (c) The satisfaction of any indemnification under this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V Section 8.3 or under Section 3.11(c) shall be a contract rightProject Cost and each Member shall be responsible for its proportionate share thereof based on their respective Percentage Interest (subject, and no amendmentin the case of the Coach Member, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilityCoach Costs Cap).

Right to Indemnification. Subject The Company hereby agrees to indemnify and hold harmless any Person (including such Person’s heirs, successors, assigns, executors or administrators, each an “Indemnified Person”) to the limitations and conditions fullest extent permitted under the Act, as provided the same now exists or may hereafter be amended, substituted or replaced (but, in this ARTICLE Vthe case of any such amendment, each Person who was substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is made a party or is threatened providing immediately prior to be made a party to or is otherwise involved such amendment), against all claims, damages, expenses (including involvement as a witness) in reasonable attorney’s fees and other legal fees and expenses), liabilities, losses, judgments, fines, settlements and other amounts of any actionnature whatsoever, suit known or proceedingunknown, whether liquid or illiquid arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, civil, criminal, administrative, arbitrative or investigative investigative, and whether formal or informal, including appeals (hereinafter a “ProceedingActions”), in which such Person may be involved, or is threatened to be involved, as a party or otherwise, by reason of any act performed or omitted to be performed by such Person on behalf of the Company or by reason of the fact that he or she the Person is or was a Member serving as an Officer, Manager, trustee, employee, representative or officer agent of the Company or while a Member or officer of the Company is or was serving at the request of the Company or the Board as a directormanaging member, officer, employee, partner, sole member, manager, trusteeofficer, fiduciary director, principal or agent member of another foreign or domestic limited liability company, corporation, partnership, joint venture venture, limited liability company, trust or other entity or enterprise, may be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended, against all expense, liability and loss enterprise if (including attorney’s fees, judgments, fines, excise taxes or penalties and amounts paid in settlementi) reasonably incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith faith, within the scope of such Person’s authority, and in a manner such Person reasonably it believed to be in, or not opposed contrary to, the best interests of the Company, and (ii) the Action was not initiated by the Person (other than an action to enforce such Person’s rights to indemnification or advance of expenses under this ARTICLE V Section 4.1), (iii) the Person has not been established by a final judgment of a court of competent jurisdiction to be liable to the Company, and (iv) such action or inaction did not constitute fraud or willful misconduct by such Person; provided that notwithstanding anything to the contrary in this Agreement, the indemnification rights and obligations set forth in this Agreement shall continue not apply to any breaches of fiduciary duties set forth in Section 3.5, to the extent (and only to the extent) that it has been finally determined by a court of competent jurisdiction that, respectively, a director of a Delaware corporation would be prohibited by the laws of the State of Delaware from being indemnified with respect to such matter or a Delaware corporation is prohibited by the laws of the State of Delaware from indemnifying a member of its board of directors with respect to such matter. Expenses, including attorneys’ fees and expenses, incurred by any such indemnified Person in defending any Action shall be paid by the Company as to a Person who has ceased to serve incurred in advance of the capacity which initially entitled final disposition of such Action, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such indemnified Person to indemnity hereunderrepay such amount if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified by the Company. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V Article IV shall be a deemed contract right, rights and no amendment, modification or repeal of Section 3.5 or this ARTICLE V Article IV shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring proceedings arising prior to the time of such any amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided in this ARTICLE V Article IV could involve indemnification for negligence or under theories of strict liability. An indemnified Person shall not be denied indemnification in whole or in part under this Article IV because the Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE V, each Person Each person who was or is made a party or is threatened to be made a party to to, or was or is otherwise involved (including involvement as a witness) in in, any action, suit suit, arbitration, alternative dispute mechanism, inquiry, judicial, administrative or legislative hearing, investigation 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, arbitrative legislative, investigative or investigative other nature (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she is or was a Member director or an officer of the Corporation or while a director or officer of the Company or while a Member or officer of the Company Corporation is or was serving at the request of the Company Corporation as a director, officer, employee, partner, member, manager, trustee, fiduciary agent or agent trustee of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture venture, trust or other entity or enterprise, may including service with respect to an employee benefit plan (hereinafter an “indemnitee”), or by reason of anything done or not done by him or her in any such capacity, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the ActDGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorney’s attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlementsettlement by or on behalf of the indemnitee) actually and reasonably incurred or suffered by such Person indemnitee in connection therewith; provided, however, that, except as otherwise required by law or provided in Section 6.3 with respect to proceedings to enforce rights under this Article VI, the Corporation shall indemnify any such indemnitee in connection with a proceeding, or part thereof, initiated by such Proceeding; provided that indemnitee (including claims and counterclaims, whether such Person acted in good faith and counterclaims are asserted by (i) such indemnitee, or (ii) the Corporation in a manner proceeding initiated by such Person reasonably believed to be inindemnitee) only if such proceeding, or not opposed topart thereof, was authorized or ratified by the best interests Board of the Company, and indemnification under this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilityDirectors.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE VArticle III, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”)arbitrative, by reason of the fact that he such Person, or she a Person of which such Person is the legal representative, is or was a Member Member, Manager or officer of the Company or while (together with any appeal thereof, a Member or officer of the Company is or was serving at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture or other entity or enterprise, may “Proceeding”) shall be indemnified and held harmless by the Company to the fullest extent permitted by the Actapplicable law, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all expensejudgments, liability and loss penalties (including attorney’s feesexcise and similar taxes and punitive damages), judgmentsliabilities, claims, damages, demands, fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including, without limitation, reasonable attorneys’ and experts’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, appeal, inquiry, or not opposed toinvestigation (each a “Loss”); provided, however, that no indemnification shall be made in respect of any claim, issue or matter to the best interests of extent expressly prohibited by the Company, and indemnification Act. Indemnification under this ARTICLE V Article III shall continue as to a Person who has ceased to serve in the capacity which that initially entitled such Person to indemnity hereunder. If The Company may advance the Company elects amount of any expenses incurred in connection with a Proceeding to provide any Member, Manager or officer who is entitled to indemnification hereunder, such . The rights granted pursuant to this ARTICLE V Article III shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Article III shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any actProceedings, omission appeals, inquiries or condition existing or event or circumstance occurring investigations arising prior to the time of any such amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liability.5230180v8

Right to Indemnification. Subject Except for any losses, claims, damages, liabilities, obligations, deficiencies, demands, suits, actions, causes of action, assessments, judgments, fines, surcharges, tax penalties, settlements, civil penalties, losses, costs and expenses (including reasonable attorneys’ fees) and other amounts arising from any and all claims, demands, actions, suits, or proceedings (hereinafter individually a “Loss” and collectively “Losses”), suffered or incurred by Enterprises relating to or arising out of (A) liabilities of the Company prior to the limitations and conditions as provided date hereof, except for those liabilities that are specifically assumed by the Company pursuant to the Asset Contribution Agreement, (B) in connection with any assets that Enterprise transferred to the Company that existed on or prior to the date of this ARTICLE VAgreement, except for those liabilities that are specifically assumed by the Company pursuant to the Asset Contribution Agreement; or (C) result from or arise out of operation of the Company prior to the date hereof, except for those liabilities that are specifically assumed by the Company pursuant to the Asset Contribution Agreement, the Company shall indemnify each Person who was has been or is made a party or is threatened to be made a party to any threatened, pending or is otherwise involved (including involvement as a witness) in any completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative investigative or investigative appellate (hereinafter a “Proceeding”)regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that he or she such Person is or was a Member or officer Officer of the Company or while a Member or officer of any subsidiary of the Company is or was serving at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture or other entity or enterprise, may be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended, against all expenseliabilities and expenses, liability and loss (including attorney’s fees, judgments, finesamounts paid in settlement, attorneys’ fees, excise taxes or penalties penalties, fines and amounts paid in settlement) other expenses, actually and reasonably incurred or suffered by such Person in connection with such Proceedingaction, suit or proceeding (including the investigation, defense, settlement or appeal of such action, suit or proceeding); provided provided, however, that the Company shall not be required to indemnify or advance expenses to any Person from or on account of such Person acted Person’s conduct that is finally adjudged to have been not in good faith and in a manner or constituted fraud, gross negligence or intentional wrongful acts, or, with respect to any criminal action or proceeding, if such Person reasonably believed had reasonable cause to believe that such Person’s conduct was unlawful; provided, further, that the Company shall not be required to indemnify or advance expenses hereunder to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Managing Member; provided, however, that a Member or Officer shall be indemnified hereunder only for those actions taken or omitted to be in, taken by such Member or not opposed to, Officer in the best interests exercise or discharge of such Member’s or Officer’s rights or obligations with respect to the management of the business and affairs of the Company or of any subsidiary of the Company, and indemnification under this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE VSection 9, each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any actionProceeding, suit or proceeding, whether civil, criminal, administrative, arbitrative any appeal in such a Proceeding or investigative (hereinafter any inquiry or investigation that could lead to such a “Proceeding”), by reason of the fact that he or she, or a Person of whom he or she is legal Manager, is or was a Member or officer Manager of the Company or while a Member or officer Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, employee, partner, memberventurer, managerproprietor, trustee, fiduciary employee, agent, or agent similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture venture, sole proprietorship, trust, employee benefit plan or other entity or enterprise, may enterprise shall be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including, without limitation, attorneys’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V Section 9 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V Section 9 shall be a deemed contract right, rights and no amendment, modification or repeal of this ARTICLE V Section 9 shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to the time of any such amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided in this ARTICLE V Section 9 could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE VSection 8.3, each Covered Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she such Person is or was a Member Member, Manager or officer Officer of the Company or while a Member or officer of the Company is or was serving at the request of the Company as a manager, director, officer, employee, partner, memberventurer, managerproprietor, trustee, fiduciary employee, agent or agent similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture venture, sole proprietorship, trust, employee benefit plan or other entity or enterprise, may enterprise shall be indemnified and held harmless by the Company to the fullest extent permitted by the ActTBOC, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including attorneys’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V Section 8.3 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V Section 8.3 shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Section 8.3 shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to the time of any such amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided in this ARTICLE V Section 8.3 could involve indemnification for negligence or under theories of strict liability; provided, however, that notwithstanding the foregoing or any other provision of this Agreement, the Company shall not provide indemnification to any Covered Person in respect of conduct that constitutes gross negligence, intentional misconduct, knowing violation of law, breach of any duty owed to the Company or its Members (subject to Section 8.1) or fraud as determined by final, non-appealable judgment of a court having competent jurisdiction.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE Vherein or 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 (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “"Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Member or officer of the Company, a member of a committee of the Company or while a Member or an officer of the Company Company, or while such a Person is or was serving at the request of the Company as a director, officer, employeepartner, partnerventurer, member, manager, trustee, fiduciary employee, agent or agent similar functionary of another foreign or domestic general partnership, corporation, limited partnership, joint venture, limited liability company, corporationtrust, partnership, joint venture employee benefit plan or other entity or enterprise, may shall be indemnified and held harmless by the Company to the extent such Proceeding or other above-described process relates to any such above-described relationships with, status with respect to, or representation of any such Person to the fullest extent permitted by the Act, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Laws permitted the Company to provide prior to such amendment) against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including, without limitation, attorneys' fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V Article VIII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunderhereunder for any and all liabilities and damages related to and arising from such Person's activities while acting in such capacity; provided, however, that no Person shall be entitled to indemnification under this Section 8.1 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. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V Article VIII shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liability.be

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE VSection 6.9, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, administrative or arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she is or was a Member Manager or officer of the Company Officer, or while a Member Manager or officer of the Company Officer is or was serving at the request of the Company as a manager, director, officer, employee, partner, memberventurer, managerproprietor, trustee, fiduciary employee, agent or agent similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture venture, sole proprietorship, trust, employee benefit plan or other entity or enterprise, may shall be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including attorneys’ fees) actually and reasonably incurred or suffered by such Person in connection with such Proceeding; provided that such Proceeding (“Indemnifiable Costs”), if (i) the Person acted in good faith and in a manner such the Person reasonably believed to be in, in or not opposed to, to the best interests of the Companyrelevant entity, (ii) the Person, with respect to any criminal action or proceeding, had no reasonable cause to believe the Person’s conduct was unlawful and (iii) the act or omission by such Person that is the basis of the claim for indemnification did not constitute gross negligence, willful misconduct, a breach of the fiduciary duty of loyalty, or a breach of this Agreement. Indemnification under this ARTICLE V Section 6.9 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V Section 6.9 shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Section 6.9 shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to any amendment, modification or repeal. The Company agrees that any Officer or Manager elected as an officer or manager of New Diversified Mailing Services, LLC or New Electronic Printing Systems, LLC is doing so at the time request of the Company for purposes of such amendment, repeal Officer’s or modification. It is expressly acknowledged that the indemnification provided Manager’s rights to indemnity described in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilitySection 6.9(b).

Right to Indemnification. Subject The Company agrees that (and the Company shall cause any of its Subsidiary to provide that), subject to the limitations and conditions as provided in this ARTICLE VArticle 7, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrativeadministrative or arbitrative (hereinafter, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Member Unitholder, Director, Tax Matters Partner or officer of the Company Officer, or while a Member Unitholder, Director, Tax Matters Partner, or officer of the Company Officer is or was serving at the request of the Company or any of its Subsidiaries as a manager, director, officer, employee, partner, memberventurer, managerproprietor, trustee, fiduciary employee, agent or agent similar functionary of another foreign or domestic partnership, limited liability company, corporation, partnershipjoint venture, joint venture sole proprietorship, trust, employee benefit plan or other entity or enterprise, may shall be indemnified and held harmless by the Company or such Subsidiary to the fullest extent permitted by the Delaware Act, Delaware General Corporation Law or other applicable law, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company or the applicable Subsidiary to provide broader indemnification rights than said law permitted the Company or the applicable Subsidiary to provide prior to such amendment) against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including attorneys’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V Article 7 (or otherwise) shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to such indemnity; provided that no such Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to actions or omissions by such Person or its Affiliates to the extent the act or omission was attributable to such Person’s or its Affiliates’ (i) in the case of a Unitholder or Tax Matters Partner, breach of the implied covenant of good faith and fair dealing (if applicable),willful misconduct or fraud, (ii) in the case of any Officer, any breach of this Agreement or any duty as provided in Section 5.6(c), willful misconduct or fraud, or (iii) in the case of a Director, any breach of the implied covenant of good faith and fair dealing (if applicable), willful misconduct or fraud, in each case as determined by a final judgment, Order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected); provided, further, that any indemnity hereunder. If payment pursuant to this Section 7.2 shall be provided out of and to the extent of the assets of the Company elects to provide indemnification hereunderonly (including available insurance), such and no Unitholder shall have any personal liability on account thereof. The rights granted pursuant to this ARTICLE V Article 7 shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Article 7 shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to the time of such any amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided in this ARTICLE V Article 7 could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE V, each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a Member or officer of the Company or while a Member or officer of the Company is or was serving at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture or other entity or enterprise, may be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorney’s fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modificationmodificatio. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE Article V, each Person of the Members acting in their capacity as managing members, any officers, directors and agents of the Company and other Persons acting on behalf of the Company who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Member or officer of the Company or while a Member or officer of the Company is or was serving at the request of the Company as a manager, director, officer, employee, partner, memberventurer, managerproprietor, trustee, fiduciary employee, agent or agent similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture venture, sole proprietorship, trust, employee benefit plan or other entity or enterprise, enterprise may be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including, without limitation, attorneys’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, in the best interests of the Company, and indemnification under this ARTICLE Article V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If , provided further, that the Members shall only have the right to indemnification when acting as managers or officers of the Company elects to provide indemnification hereunder, such or otherwise managing the affairs of the Company. The rights granted pursuant to this ARTICLE Article V shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE Article V shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to the time of such any amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided in this ARTICLE Article V could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. 1. Subject to the limitations and conditions as provided set forth in Section A.2 of this ARTICLE VArticle VII, each Person person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a Member director or an executive officer of the Company Corporation or while is or was a Member director or executive officer of the Company is or was Corporation serving at the request of the Company Corporation as a director, officer, employee, partner, member, manager, trustee, fiduciary trustee or agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture venture, trust or other entity or enterprise, may including service with respect to an employee benefit plan (such person, an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, trustee or agent or in any other capacity while serving as a director, officer, trustee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the ActDelaware General Corporation Law, as the same exists or may hereafter be amendedamended (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 attorney’s attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Person Indemnitee in connection therewith. 2. Notwithstanding any other provision in this Article VII, the Corporation shall not be obligated under this Article VII to make any indemnity in connection with such Proceedingany claim made against an Indemnitee: (a) to the extent expressly prohibited by applicable law; provided that such Person acted in good faith (b) for which payment has actually been made to Indemnitee under a valid and in collectible insurance policy or under a manner such Person reasonably believed valid and enforceable indemnity clause, bylaw or agreement of the Corporation or any other company or organization on whose board Indemnitee serves at the request of the Corporation, except with respect to be inany deductible (or the equivalent) from or excess beyond the amount payable or paid under any insurance policy or other indemnity provision; (c) for an accounting of profits made (i) from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or not opposed tosimilar provisions of state statutory law or common law, the best interests or (ii) from any transactions prohibited under Section 306(a) of the Company▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; or (d) in connection with any Proceeding (or any part of any Proceeding), including claims and counterclaims, initiated or brought voluntarily by the Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by such Indemnitee against the Corporation or its directors, officers, employees or other Indemnitees in their capacity as such, unless (i) the Proceeding is brought pursuant to Section C of this Article VII with respect to the enforcement of rights to indemnification under this ARTICLE V shall continue as Article, (ii) the Board of Directors authorized the Proceeding (or such part of any Proceeding) prior to a Person who has ceased to serve in its initiation or (iii) the capacity which initially entitled such Person to indemnity hereunder. If the Company Corporation elects to provide indemnification hereunderthe indemnification, such rights granted in its sole discretion, pursuant to this ARTICLE V shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer the powers vested in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or Corporation under theories of strict liabilityapplicable law.

Right to Indemnification. Subject The Company hereby agrees to indemnify and hold harmless any Person (including such Person’s heirs, successors, assigns, executors or administrators, each an “Indemnified Person”) to the limitations and conditions fullest extent permitted under the Act, as provided the same now exists or may hereafter be amended, substituted or replaced (but, in this ARTICLE Vthe case of any such amendment, each Person who was substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is made a party or is threatened providing immediately prior to be made a party to or is otherwise involved such amendment), against all claims, damages, expenses (including involvement as a witness) in reasonable attorney’s fees and other legal fees and expenses), liabilities, losses, judgments, fines, settlements and other amounts of any actionnature whatsoever, suit known or proceedingunknown, whether liquid or illiquid arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, civil, criminal, administrative, arbitrative or investigative investigative, and whether formal or informal, including appeals (hereinafter a “ProceedingActions”), in which such Person may be involved, or is threatened to be involved, as a party or otherwise, by reason of any act performed or omitted to be performed by such Person on behalf of the Company or by reason of the fact that he or she the Person is or was a Member serving as an Officer, Manager, trustee, employee, representative or officer agent of the Company or while a Member or officer of the Company is or was serving at the request of the Company or the Board as a directormanaging member, officer, employee, partner, sole member, manager, trusteeofficer, fiduciary director, principal or agent member of another foreign or domestic limited liability company, corporation, partnership, joint venture venture, limited liability company, trust or other entity or enterprise, may be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended, against all expense, liability and loss enterprise if (including attorney’s fees, judgments, fines, excise taxes or penalties and amounts paid in settlementi) reasonably incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith faith, within the scope of such Person’s authority, and in a manner such Person reasonably it believed to be in, or not opposed contrary to, the best interests of the Company, and (ii) the Action was not initiated by the Person (other than an action to enforce such Person’s rights to indemnification or advance of expenses under this ARTICLE V Section 4.1), (iii) the Person has not been established by a final judgment of a court of competent jurisdiction to be liable to the Company, and (iv) such action or inaction did not constitute fraud or willful misconduct by such Person; provided that notwithstanding anything to the contrary in this Agreement, the indemnification rights and obligations set forth in this Agreement shall continue not apply to any breaches of fiduciary duties set forth in Section 3.5, to the extent (and only to the extent) that it has been finally determined by a court of competent jurisdiction that, respectively, a director of a Delaware corporation would be prohibited by the laws of the State of Delaware from being indemnified with respect to such matter or a Delaware corporation is prohibited by the laws of the State of Delaware from indemnifying a member of its board of directors with respect to such matter. Expenses, including attorneys’ fees and expenses, incurred by any such indemnified Person in defending any Action shall be paid by the Company as to a Person who has ceased to serve incurred in advance of the capacity which initially entitled final disposition of such Action, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such indemnified Person to indemnity hereunderrepay such amount if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified by the Company. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V Article IV shall be a deemed contract right, rights and no amendment, modification or repeal of Section 3.5 or this ARTICLE V Article IV shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring proceedings arising prior to the time of such any amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided in this ARTICLE V Article IV could involve indemnification for negligence or under theories of strict liability. An indemnified Person shall not be denied indemnification in whole or in part under this Article IV because the Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE V, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a party, witness) , or otherwise), in any threatened, pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “"Proceeding”"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director, officer, employee, or officer agent of the Company Corporation or while a Member or officer of the Company is or was serving at the request of the Company Corporation as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture venture, trust, or other entity or enterprise, may including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent (hereafter an "Agent"), shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the ActDelaware General Corporation Law, as the same exists or may hereafter be amendedamended or interpreted (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Corporation to provide broader indemnification rights than were permitted prior thereto) against all expenseexpenses, liability liability, and loss (including attorney’s attorneys' fees, judgments, fines, ERISA excise taxes or penalties penalties, and amounts paid or to be paid in settlement) , and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article 8) reasonably incurred or suffered by such Person person in connection with such Proceeding; provided that such Person acted in good faith and in investigating, defending, being a manner such Person reasonably believed to be witness in, or not opposed toparticipating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter "Expenses"); provided, however, that, except as provided in Section 8.3 of this Article 8, the best interests Corporation shall indemnify any such Agent seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Corporation's Board of the Company, and Directors. The right to indemnification under conferred in this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V Article 8 shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE V, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a party, witness) , or otherwise), in any threatened, pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “"Proceeding”"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Member director, officer, employee, or officer agent of the Company Corporation or while a Member or officer of the Company is or was serving at the request of the Company Corporation as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture venture, trust, or other entity or enterprise, may including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent (hereafter an "Agent"), shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the ActDelaware General Corporation Law, as the same exists or may hereafter be amendedamended or interpreted (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Corporation to provide broader indemnification rights than were permitted prior thereto) against all expenseexpenses, liability liability, and loss (including attorney’s attorneys' fees, judgments, fines, ERISA excise taxes or penalties penalties, and amounts paid or to be paid in settlement) , and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article 8) reasonably incurred or suffered by such Person person in connection with such Proceeding; provided that such Person acted in good faith and in investigating, defending, being a manner such Person reasonably believed to be witness in, or not opposed toparticipating in A-11 (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter "Expenses"); provided, however, that, except as provided in Section 8.3 of this Article 8, the best interests Corporation shall indemnify any such Agent seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Corporation's Board of the Company, and Directors. The right to indemnification under conferred in this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V Article 8 shall be a contract right, and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such amendment, repeal or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE V, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, or a person of whom he or she is the legal representative, is or was a Member the director, officer, employee or officer agent of the Company Corporation or while a Member or officer of the Company is or was serving at the request of the Company Corporation as a director, officer, employee, partner, member, manager, trustee, fiduciary employee or agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture venture, trust or other entity or enterprise, may including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the ActDelaware General Corporation Law, as the same exists or may hereafter be amendedamended (or, 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), against all expenseexpenses, liability and loss (including attorney’s attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Person person in connection therewith; provided, however, that the Corporation shall indemnify any such person seeking indemnity in connection with a Proceeding (or part thereof) initiated by such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, person only if the proceeding (or not opposed to, part thereof) was authorized by the best interests Board of Directors of the Company, and Corporation. The right to indemnification under conferred in this ARTICLE V shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V Section 1 shall be a contract rightright and shall include the right to be paid by the Corporation expenses incurred in defending any such Proceeding in advance of its final disposition; provided, and no amendmenthowever, modification or repeal that if the Delaware General Corporation Law requires, the payment of this ARTICLE V shall adversely affect such rights of any Member expenses incurred by a director or officer in respect his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of any actthe final disposition of such Proceeding, omission or condition existing or event or circumstance occurring prior shall be made only upon delivery to the time Corporation of an undertaking, by or on behalf of such amendmentdirector or officer, repeal to repay all amounts so advanced if it should be determined ultimately that such director of officer is not entitled to be indemnified under this Section or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilityotherwise.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE V, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative, arbitrative administrative or investigative (hereinafter a “Proceeding”Aproceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was or has agreed to become a Member director or officer of the Company Corporation or while a Member or officer of the Company is or was serving or has agreed to serve at the request of the Company Corporation as a director, officer, employee, partner, member, manager, trustee, fiduciary employee or agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture venture, trust or other entity or enterprise, may including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer, or in any other capacity while serving or having agreed to serve as a director or officer, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the ActDelaware General Corporation Law, as the same exists or may hereafter be amendedamended (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), against all expense, liability and loss (including attorney’s including, without limitation, attorneys' fees, judgments, fines, excise taxes pursuant to the Employee Retirement Income Security Act of 1974 or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Person person in connection with therewith and such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V shall continue as to a Person person who has ceased to serve in the capacity which initially entitled such Person person to indemnity hereunderhereunder and shall inure to the benefit of his or her heirs, executors and administrators. If the Company elects The right to provide indemnification hereunder, such rights granted pursuant to conferred in this ARTICLE V Part II of this Article Sixth shall be a contract rightright and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, and no amendmenthowever, modification that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a current, former or repeal of this ARTICLE V shall adversely affect such rights of any Member proposed director or officer in respect his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of any act, omission or condition existing or event or circumstance occurring prior the final disposition of a proceeding shall be made only upon delivery to the time Corporation of an undertaking, by or on behalf of such amendmentindemnified person, repeal to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Part II or modificationotherwise. It is expressly acknowledged that The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation, individually or as a group, with the same scope and effect as the foregoing indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilitydirectors and officers.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE V, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative administrative or investigative (hereinafter a “Proceedingproceeding”) (whether or not such proceeding is initiated by or in the right of the Corporation), by reason of the fact that he or she is or was was, or has agreed to become, a Member director or an officer of the Corporation or, while a director or officer of the Company or while a Member or officer of the Company Corporation, is or was serving serving, or has agreed to serve, at the request of the Company Corporation as a director, officer, employee, partneragent or trustee of, memberor in a similar capacity with, manager, trustee, fiduciary another corporation or agent of another foreign or domestic limited liability company, corporation, a partnership, joint venture venture, trust or other entity or enterprise, may including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is an alleged action or omission in an official capacity as a director, officer, employee, agent or trustee or in any other capacity (other than a personal capacity) while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted by the ActDelaware law, as the same exists or may hereafter be amendedamended (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 attorney’s attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by or on behalf of such Person indemnitee in connection with such Proceedingproceeding and appeal therefrom (hereinafter an “indemnification”); provided, however, that, except as provided that in Section XI(C) with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed toindemnitee, the best interests 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 Board of Directors. Any reference to an officer of the CompanyCorporation in this Article XI shall be deemed to refer exclusively to the Chief Executive Officer, Vice Chairman, President, Chief Financial Officer, General Counsel and Secretary of the Corporation appointed pursuant to the Bylaws, and indemnification under this ARTICLE V shall continue as to a Person who has ceased to serve in any Vice President, Assistant Secretary, Assistant Treasurer, other officer of the capacity which initially entitled such Person to indemnity hereunder. If Corporation appointed by the Company elects to provide indemnification hereunder, such rights granted Board of Directors pursuant to this ARTICLE V the Bylaws or other person designated by the title of “Vice President” of the Corporation, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be a contract right, and no amendment, modification deemed to refer exclusively to an officer appointed by the board of directors or repeal equivalent governing body of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior other entity pursuant to the time certificate of incorporation and bylaws or equivalent organizational documents of such amendmentother corporation, repeal partnership, joint venture, trust, employee benefit plan or modification. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilityother enterprise.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE V, each Person Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative, arbitrative administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he or she is or was a Member director or officer of the Company or Corporation or, while a Member director or officer of the Company Corporation, is or was serving at the request of the Company Corporation as a director, officer, employee, partner, member, manager, trustee, fiduciary employee or agent of another foreign corporation or domestic limited liability company, corporation, of a partnership, joint venture venture, trust or other entity or enterprise, may including service with respect to an employee benefit plan (hereinafter an “indemnitee”), where the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the ActDGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorney’s attorneys’ fees, judgments, fines, ▇▇▇▇▇ excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Person indemnitee in connection with therewith and such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V shall continue as to a Person an indemnitee who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects to provide indemnification hereunder, such rights granted pursuant to this ARTICLE V shall be a contract rightdirector, officer, employee or agent and no amendment, modification or repeal of this ARTICLE V shall adversely affect such rights of any Member or officer in respect of any act, omission or condition existing or event or circumstance occurring prior inure to the time benefit of such amendmentthe indemnitee’s heirs, repeal or modification. It is expressly acknowledged that the indemnification executors and administrators; provided, however, that, except as provided in this ARTICLE V could involve indemnification for negligence Section 6.3 hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or under theories part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of strict liabilityDirectors of the Corporation.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE Vherein 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 (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Member Manager or officer Officer of the Company Company, or while such a Member or officer of the Company Person is or was serving at the request of the Company as a directormanager, officer, employeepartner, partnerventurer, member, manager, trustee, fiduciary employee, agent or agent similar functionary of another foreign or domestic general partnership, corporation, limited partnership, joint venture, limited liability company, corporationtrust, partnership, joint venture employee benefit plan or other entity or enterpriseenterprise (other than the Operator in its capacity as such), may shall be indemnified and held harmless by the Company to the extent such Proceeding or other above-described process relates to any such above-described relationships with, status with respect to, or representation of any such Person to the fullest extent permitted by the Act, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said applicable law permitted the Company to provide prior to such amendment) against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including attorneys’ and experts’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V Article 8 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunderhereunder for any and all liabilities and damages related to and arising from such Person’s activities while acting in such capacity; provided, however, that no Person shall be entitled to indemnification under this Section 8.1 in the event the Proceeding involves acts or omissions of such Person which constitute an intentional breach of this Agreement or fraud, gross negligence or willful misconduct on the part of such Person. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V Article 8 shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Article 8 shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to the time of any such amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided for in this ARTICLE V could Article 8 may involve indemnification for negligence or under theories of strict liability. The Operator shall only be indemnified to the extent provided in the Operations Agreement.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE Vherein 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 (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter hereinafter, a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Member or officer of the Company Company, a Board Member, a member of a committee of the Board or an Officer, or while such a Member or officer of the Company Person is or was serving at the request of the Company as a director, officer, employeepartner, partnerventurer, member, manager, trustee, fiduciary employee, agent or agent similar functionary of another foreign or domestic general partnership, corporation, limited partnership, joint venture, limited liability company, corporationtrust, partnership, joint venture employee benefit plan or other entity or enterprise, may shall be indemnified and held harmless by the Company to the extent such Proceeding or other above-described process relates to any such above-described relationships with, status with respect to, or representation of any such Person to the fullest extent permitted by the Act, as the same exists or may hereafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Laws permitted the Company to provide prior to such amendment) against all expensejudgments, liability and loss penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including attorneys’ and experts’ fees) reasonably actually incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunderhereunder for any and all liabilities and damages related to and arising from such Person’s activities while acting in such capacity; provided, however, that no Person shall be entitled to indemnification under this Section 7.1 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. If the Company elects to provide indemnification hereunder, such The rights granted pursuant to this ARTICLE V Article VII shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Article VII shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to the time of any such amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided in this ARTICLE V Article VII could involve indemnification for negligence or under theories of strict liability.

Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE Vherein and to the fullest extent permitted by applicable Law, each Person of Charah LP, CEP Holdings and any of their respective affiliates and any of their respective directors, officers, partners, employees, members, managers, equityholders, agents and representatives (each an “Indemnitee”) who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, 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, whether such Proceeding arose prior to, on or following the date of the IPO, by reason of the fact that he or she such Indemnitee is or was a Member direct or officer of the Company or while a Member or officer of the Company is or was serving at the request of the Company as a indirect director, officer, partner, employee, partner, member, manager, trusteeequityholder, fiduciary agent, representative or agent affiliate of another foreign Charah Management and/or Allied Power Holdings, or domestic limited liability companyany subsidiary of the foregoing (the “Contributed Company Group”), corporation, partnership, joint venture or other entity or enterprise, may shall be indemnified and held harmless by PubCo to the extent such Proceeding or other above-described process relates to or is implicated by any such above-described relationships with, status with respect to, or representation of any member of the Contributed Company Group to the fullest extent permitted by the Actapplicable Law, as the same exists or may hereafter hereinafter be amendedamended (but, in the case of any such amendment, only to the extent that such amendment permits PubCo to provide broader indemnification rights than said Laws permitted PubCo to provide prior to such amendment) against all expensejudgments, liability and loss damages, liabilities, losses, penalties (including attorney’s fees, judgmentsexcise and similar taxes and punitive damages), fines, excise taxes or penalties settlements and amounts paid in settlementreasonable expenses (including attorneys’ and experts’ fees) reasonably (collectively, “Losses”) incurred or suffered by such Person in connection with such Proceeding; provided that such Person acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company, and indemnification under this ARTICLE V Section 5.5 shall continue as to a Person who has ceased to serve exist in the capacity which initially entitled such Person to indemnity hereunder. If the Company elects hereunder for any and all Losses related to provide indemnification hereunder, and arising from such Person’s activities while acting in such capacity The rights granted pursuant to this ARTICLE V Section 5.5 shall be a deemed contract rightrights, and no amendment, modification or repeal of this ARTICLE V Section 5.5 shall adversely affect have the effect of limiting or denying any such rights of any Member with respect to actions taken or officer in respect of any act, omission or condition existing or event or circumstance occurring Proceedings arising prior to the time of any such amendment, repeal modification or modificationrepeal. It is expressly acknowledged that the indemnification provided in this ARTICLE V could involve indemnification for negligence or under theories of strict liabilityIT IS ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS Section 5.5 COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY.