Common use of Exculpation and Indemnification Clause in Contracts

Exculpation and Indemnification. (a) From and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior to the Effective Date becomes a director, manager, officer, employee or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents of the Group Companies as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documents, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenses, that may be incurred by the Affiliate Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Date. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE GENERAL PARTNER, ANY OF ITS AFFILIATES, THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS (COLLECTIVELY, THE “COVERED PERSONS”) SHALL BE LIABLE TO THE PARTNERSHIP OR THE LIMITED PARTNERS FOR MONETARY DAMAGES FOR ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES (“DAMAGES”) ARISING FROM ANY ACT OR OMISSION PERFORMED OR OMITTED BY SUCH COVERED PERSONS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PARTNERSHIP’S BUSINESS OR AFFAIRS OR ANY OTHER DAMAGE TO WHICH SUCH COVERED PERSON MAY BECOME SUBJECT TO IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PARTNERSHIP’S BUSINESS AFFAIRS, EXCEPT TO THE EXTENT THAT ANY SUCH DAMAGES ARE ESTABLISHED BY A COURT ORDER OF FINAL ADJUDICATION TO BE PRIMARILY ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH COVERED PERSON. (i) If a Covered Person becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of or in connection with this Agreement or the ClosingPartnership’s business or affairs, the Issuer will cause Partnership shall reimburse such Covered Person for its reasonable legal and other expenses (including the Group Companies cost of any investigation and preparation) as they are incurred in connection therewith; provided that such Covered Person shall provide the Partnership with an undertaking to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior promptly repay to the Effective Date becomes Partnership the amount of any such reimbursed expenses paid to it if it shall ultimately be determined by a director, manager, officer, employee or agent court order of a Group Company) pursuant to any indemnification provisions under the Constituent Documents of the Group Companies as in effect on the date of this Agreement (the Persons final adjudication that such Covered Person was not entitled to be indemnified pursuant by the Partnership in connection with such action, proceeding or investigation. If for any reason (other than by reason of the exclusions from indemnification set forth above) the foregoing indemnification is unavailable to such provisions being referred Covered Person, or insufficient to collectively as hold it harmless, then the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective DatePartnership shall, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documentslaw, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses contribute to the Affiliate Indemnified Partiesamount paid or payable by such Covered Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Partnership on the one hand and such Covered Person on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. (bii) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenses, that may be incurred by the Affiliate Indemnified Parties in enforcing the indemnity and other obligations provided for in provisions of this Section 6.38.1 shall survive the termination of this Agreement or the dissolution of the Partnership for any reason. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous No Limited Partner shall have any obligation to the insured Partnership or any other Partner to bring or join in any action against any Covered Person pursuant to Section 8.1(a) or (b) hereof. Nothing contained in this Section 8.1 shall be construed as the current policies any waiver of directors’ and officers’ Liability insurance maintained claims or recoveries by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in Partnership or any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective DateCovered Person. (d) This Each Partner covenants for itself, its successors, assigns, heirs and personal representatives that such Person will, at any time prior to or after the dissolution of the Partnership, on demand, whether before or after such Person’s withdrawal from the Partnership, pay to the Partnership or the General Partner any amount which the Partnership or the General Partner, as the case may be, pays in respect of taxes (including withholding taxes) imposed upon income of or distributions to such Partner, to the extent that such amounts have not been withheld from amounts otherwise distributable to such Partner. (e) Notwithstanding anything else contained in this Agreement, the obligations of the Partnership and each Partner (except the under this Section 6.3 will survive 8.1, respectively, shall: (i) be in addition to any liability which the Closing, is intended Partnership or such Partner may otherwise have; and (ii) inure to the benefit and may be enforced by of the Group Companies and their Affiliate Indemnified PartiesCovered Persons, and will be binding on any successors, assigns, heirs and personal representatives of such Covered Persons. (f) The General Partner may cause the Partnership to purchase, at the Partnership’s expense, insurance to insure the Covered Persons against liability hereunder. (g) Each Limited Partner hereby agrees to indemnify, defend and hold harmless the Partnership and the General Partner from and against any and all successors and permitted assigns Indemnified Losses caused by or arising from the acts or omissions of the Issuersuch Limited Partner.

Exculpation and Indemnification. Neither the Member, Managers nor Officers (aeach an “Indemnified Party”) From and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior shall be liable to the Effective Date becomes Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a director, manager, officer, employee “Loss”) (or agent any expenses or costs associated therewith (“Costs”)) incurred by reason of a Group Company) pursuant to any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Group Companies as Company and in effect a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the date full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement (the Persons Agreement, except that no Indemnified Party shall be entitled to be indemnified pursuant to in respect of any Loss or Costs incurred by such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary Party by reason of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions such Indemnified Party’s gross negligence or willful misconduct with respect to indemnification such acts or omissions; provided, however, that any indemnity under this Section 21 shall be provided out of and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documentsof Company assets only, and not to exercise no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any right under Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay advances from time to time as warranted all expenses, including attorneys’ fees time; provided such statement provides reasonable documentary evidence of such Costs and costs and expenses, that may be incurred provides a written undertaking by the Affiliate Indemnified Parties in enforcing the indemnity Party to repay any and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but all advanced Costs in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required ultimately determined to not be provided pursuant entitled to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained indemnification by the Group Companies as of the Effective DateCompany. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. Neither the Member, Managers nor Officers (aeach an “i”) From and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior shall be liable to the Effective Date becomes Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a director, manager, officer, employee “Loss”) (or agent any expenses or costs associated therewith (“Costs”)) incurred by reason of a Group Company) pursuant to any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Group Companies as Company and in effect a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the date full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement (the Persons Agreement, except that no Indemnified Party shall be entitled to be indemnified pursuant to in respect of any Loss or Costs incurred by such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary Party by reason of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions such Indemnified Party’s gross negligence or willful misconduct with respect to indemnification such acts or omissions; provided, however, that any indemnity under this Section 22 shall be provided out of and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documentsof Company assets only, and not to exercise no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any right under Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay advances from time to time as warranted all expenses, including attorneys’ fees time; provided such statement provides reasonable documentary evidence of such Costs and costs and expenses, that may be incurred provides a written undertaking by the Affiliate Indemnified Parties in enforcing the indemnity Party to repay any and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but all advanced Costs in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required ultimately determined to not be provided pursuant entitled to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained indemnification by the Group Companies as of the Effective DateCompany. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. Neither the Member, Managers nor Officers (aeach an “Indemnified Party”) From and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior shall be liable to the Effective Date becomes Company or any other person or entity who has an interest in the Company for any loss, damage or claim (a director, manager, officer, employee “Loss”) (or agent any expenses or costs associated therewith (“Costs”)) incurred by reason of a Group Company) pursuant to any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Group Companies as Company and in effect a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the date full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement (the Persons Agreement, except that no Indemnified Party shall be entitled to be indemnified pursuant to in respect of any Loss or Costs incurred by such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary Party by reason of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions such Indemnified Party’s gross negligence or willful misconduct with respect to indemnification such acts or omissions; provided, however, that any indemnity under this Section 22 shall be provided out of and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documentsof Company assets only, and not to exercise no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any right under Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay advances from time to time as warranted all expenses, including attorneys’ fees time; provided such statement provides reasonable documentary evidence of such Costs and costs and expenses, that may be incurred provides a written undertaking by the Affiliate Indemnified Parties in enforcing the indemnity Party to repay any and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but all advanced Costs in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required ultimately determined to not be provided pursuant entitled to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained indemnification by the Group Companies as of the Effective DateCompany. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after The Member shall not be liable to the ClosingIssuer, the Co-Issuer, any holder of the Notes, any holder of the Preferred Shares, any holder of ordinary shares of the Issuer will cause or the Group Companies Collateral Manager (i) for any losses incurred as a result of the actions taken or omitted to fulfill and honor in all respects be taken by the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior Member pursuant to the Effective Date becomes a directorprovisions of this Exhibit B-1 or the Advisory Committee Guidelines, managerexcept that the Member may be so liable to the extent such losses are the result of acts or omissions constituting willful misconduct, officer, employee fraud or agent gross negligence by the Member in the performance of a Group Company) pursuant to any indemnification provisions its obligations hereunder or under the Constituent Documents Advisory Committee Guidelines or (ii) for the acts or omissions of any other member of the Group Companies as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documents, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified PartiesAdvisory Committee. (b) The Issuer agrees to pay from time to time as warranted all expensesshall indemnify the Member for, and hold the Member harmless against, any loss, liability or expense (including without limitation reasonable attorneys’ fees and expenses) incurred arising out of or in connection with the Member’s service as a member of the Advisory Committee, including the costs and expensesexpenses of defense against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (collectively, “Losses”); provided, however, that may be the Issuer shall not indemnify the Member for any Losses incurred as a result of acts or omissions constituting willful misconduct, fraud or gross negligence by the Affiliate Indemnified Parties Member in enforcing the indemnity and other performance of its obligations provided for in this Section 6.3hereunder or under the Advisory Committee Guidelines. (c) For If any action shall be instituted involving the Member for which indemnification hereunder may be applicable, such Member shall promptly notify the Issuer and the Collateral Manager in writing and the Issuer shall have the right to retain counsel reasonably satisfactory to the Issuer and the Collateral Manager to represent the Member and any others the Issuer may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, the Member shall have the right to retain individual counsel, but the fees and expenses of such counsel shall be at least six years after the Effective Dateexpense of the Member unless (i) the Issuer and the Member shall have agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include the Member and the Issuer and representation of all such parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Issuer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for the Member and any other members of the Advisory Committee, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. The Issuer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which areagrees, in the aggregate, no less advantageous subject to the insured as limitations noted herein, to indemnify the current policies Member from and against any loss or liability by reason of directors’ and officers’ Liability insurance maintained by such settlement or judgment. The Issuer shall not, without the Group Companies as prior written consent of the Effective DateMember, effect any settlement of any pending or threatened proceeding in each case covering those Affiliate Indemnified Parties who are covered by respect of which the directors’ and officers’ Liability insurance policy Member is or is likely to have been a party, unless such settlement includes an unconditional release of the Group Companies as Member from all liability on claims that are the subject matter of the Effective Datesuch proceeding. Notwithstanding the foregoing, if any person shall pay the Issuer will not be required to expend in Member any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided indemnification pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous Paragraph 4, such person shall succeed to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Date. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns rights of the Issuer, to the exclusion of the Issuer, set forth in this Paragraph 4(c) (including, but not limited to, the right of the Issuer to retain counsel to represent the Member in any related proceeding and to effect any settlement of any related pending or threatened proceeding).

Exculpation and Indemnification. (a) From and after None of the ClosingMembers, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directorsManagers or Officers (each, managers, officers, employees and agents (and any individual who prior an "Indemnified Party") shall be liable to the Effective Date becomes Company or any other Person or entity who has an interest in the Company for any loss, damage or claim (a director"Loss") (or any expenses or costs associated therewith ("Costs")) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, managerexcept that an Indemnified Party shall be liable for any such Loss and Costs incurred by reason of such Indemnified Party's acts or omissions (i) which are not in good faith or which such Indemnified Party did not reasonably believe to be in or to not be opposed to the best interests of the Company or which involve intentional misconduct or knowing violation of the law or (ii) from which an improper personal benefit shall have been derived by such Indemnified Party; provided, however, that any indemnity under this Section 6.03 shall be provided out of and to the extent of the Company assets only, and no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from to time, provided that such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Company. The Company may enter into agreements with its Managers to provide for indemnification consistent with the terms and conditions set forth in this Section 6.03. (b) The Company shall have the power to indemnify any Person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such Person was or is a Manager, Officer or employee or agent of the Company, or is or was serving at the request of the Company as a Manager, officer, employee or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents of the Group Companies as another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to settlement actually and reasonably incurred by such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective DatePerson in connection with such action, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed suit or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties proceeding to the fullest full extent permitted by law or enter into agreements with any such Constituent Documents, and not to exercise any right under Person for the purpose of providing for such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenses, that may be incurred by the Affiliate Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.3indemnification. (c) For at least six years after The provisions of this Section 6.03 are for the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as benefit of the Effective DateIndemnified Parties, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ their heirs, successors, assigns and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will administrators and shall not be required deemed to expend create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 6.03 or any provision hereof shall be prospective only and shall not in any one year an amount in excess of 300% of way affect the annual premium currently paid by limitations on the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations Company's liability to any Indemnified Party under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall 6.03 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Dateasserted. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From The Asset Manager, its Affiliates and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directorsConstituent Members, employees, managers, officers, employees consultants and agents (and any individual who prior to the Effective Date becomes a directorcollectively, manager, officer, employee or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents of the Group Companies as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Manager Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date) will not be liable to Parent, the Issuer will cause Company or any of their respective Subsidiaries, the Group Companies Parent Board, the General Partner, the Company Board or the members, managers or partners of Parent, the Company or any of their respective Subsidiaries for any acts or omissions by any Manager Indemnified Party, pursuant to maintain the provisions or in accordance with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed except for any acts or otherwise modified during such period in omissions by any manner that would adversely affect the rights thereunder of any Affiliate Manager Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to Party constituting a Bad Act. (b) To the fullest extent permitted by such Constituent Documentsapplicable Law, Company shall and not does hereby agree to exercise indemnify and hold harmless and pay all judgments and claims against any right under such Constituent Documents to elect not to provide indemnification Manager Indemnified Party, each of which shall be a third-party beneficiary of this Agreement solely for purposes of this Section 11, from and advancement against any Loss incurred by them for any act or omission taken or suffered by each Manager Indemnified Party (including any act or omission performed or omitted by any of expenses to them in good faith reliance upon and in accordance with the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expensesopinion or advice of experts, including attorneys’ fees and costs and expensesof legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation; provided, that may such Persons were selected and monitored with reasonable care) in connection with, in respect of or arising from any acts or omissions of such Manager Indemnified Party made in the performance of this Agreement, except that there shall be incurred by no indemnification for (i) any act or omission of a Manager Indemnified Party that constitutes a Bad Act or (ii) any indemnification obligation of the Affiliate Manager Indemnified Parties in enforcing pursuant to Section 5.3(b)(iv) of the indemnity and other obligations provided for in this Section 6.3Parent LP Agreement or the Losses related thereto. (c) For at least six years after To the Effective Datefullest extent permitted by applicable Law, Asset Manager shall and does hereby agree to indemnify and hold harmless and pay all judgments and claims against Parent, the Issuer will maintain Company and its Subsidiaries and each of their respective Constituent Members, employees, managers, consultants and agents (collectively, the “Parent Indemnified Parties” and together with the Manager Indemnified Parties, the “Indemnified Parties”), from and against any Loss incurred by them in effect policies respect of directors’ and officers’ Liability insurance or arising from any acts or omissions by any Manager Indemnified Party pursuant to or in accordance with this Agreement constituting a Bad Act. Each of at least the same level Parent Indemnified Parties (excluding the Company) shall be a third-party beneficiary of coverage and containing terms which arethis Agreement solely for purposes of this Section 11. For the avoidance of doubt, for purposes of this Section 11(c), any Loss in the aggregate, no less advantageous to the insured as the current policies respect of directors’ and officers’ Liability insurance maintained or arising from an act by the Group Companies Asset Manager in its capacity as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties fiduciary under the insurance policies maintained by Employee Retirement Income Security Act of 1974, as amended, and the Group Companies as of the Effective Dateregulations thereunder shall not constitute a Bad Act. (d) This Section 6.3 The Indemnified Party will survive promptly notify the Closingparty against whom indemnity is claimed (the “Indemnitor”) of any claim for which it seeks indemnification; provided, however, that the failure to so notify the Indemnitor will not relieve the Indemnitor from any liability which it may have hereunder, except to the extent such failure actually prejudices the Indemnitor. The Indemnitor shall have the right to assume the defense and settlement of such claim; provided, that the Indemnitor notifies the Indemnified Party of its election to assume such defense and settlement within thirty (30) days after the Indemnified Party gives the Indemnitor notice of the claim. In such case, the Indemnified Party will not settle or compromise such claim, and the Indemnitor will not be liable for any such settlement made, without its prior written consent. If the Indemnitor is intended entitled to, and does, assume such defense by delivering the aforementioned notice to benefit the Indemnified Party, the Indemnified Party will (i) have the right to approve the Indemnitor’s counsel (which approval will not be unreasonably withheld, delayed or conditioned), (ii) be obligated to cooperate in furnishing evidence and testimony and in any other manner in which the Indemnitor may reasonably request, and (iii) be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. In addition, if the Indemnitor assumes such defense, the Indemnitor may settle any such claim without the prior consent of the Indemnified Party if such settlement involves the full release of the Indemnified Party and does not impose any non-monetary remedies and conditions on the Indemnified Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned. (e) Expenses reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be enforced subject to a right of indemnification pursuant to Section 11(b) or Section 11(c) shall be advanced by the Group Companies and their Affiliate Indemnitor prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified PartiesParty to repay such amount to the extent that it shall be determined upon final decision, judgment or order (whether or not subject to appeal) that such Indemnified Party is not entitled to be indemnified hereunder. (f) If a claim for indemnification or payment of reasonable expenses hereunder is not paid in full within twenty (20) days after a written notice of claim therefor has been received by the Indemnitor, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim. (g) The indemnification provided by this Section 11 shall be in addition to any other rights to which an Indemnified Party may be entitled under any agreement, pursuant to any action of the Company, as a matter of Law or otherwise, and will be binding on all successors and permitted assigns of the Issuershall continue as to an Indemnified Party who has ceased to serve in such capacity.

Exculpation and Indemnification. (a) From and after None of the ClosingManager, the Issuer will cause Members or the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directorsOfficers (each, managers, officers, employees and agents (and any individual who prior an “Indemnified Party”) shall be liable to the Effective Date becomes Company or any other Person who has an interest in the Company for any loss, damage or claim (a director, manager, officer, employee “Loss”) (or agent any expenses or costs associated therewith (“Costs”)) incurred by reason of a Group Company) pursuant to any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Group Companies as Company and in effect a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the date full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement (the Persons Agreement, except that no Indemnified Party shall be entitled to be indemnified pursuant to in respect of any Loss or Costs incurred by such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary Party by reason of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 6.05 shall be provided out of and to the extent of Company assets only, and no Manager, Member, or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Company. The Company may enter into agreements with its Officers to provide for indemnification consistent with the terms and exculpation from Liability as conditions set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documents, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified PartiesSection 6.05. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenses, that may be incurred by the Affiliate Indemnified Parties in enforcing the indemnity and other obligations provided for in provisions of this Section 6.3. (c) For at least six years after 6.05 are for the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as benefit of the Effective DateIndemnified Parties, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ their heirs, successors, assigns and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will administrators and shall not be required deemed to expend create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 6.05 or any provision hereof shall be prospective only and shall not in any one year an amount in excess of 300% of way affect the annual premium currently paid by limitations on the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations Company’s liability to any Indemnified Party under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall 6.05 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Date. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.asserted,

Exculpation and Indemnification. None of the Members, Managers or Officers (aeach an “Indemnified Party”) From and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior shall be liable to the Effective Date becomes LLC for any loss, damage or claim (a director, manager, officer, employee “Loss”) (or agent any expenses or costs associated therewith (“Costs”)) incurred by reason of a Group Company) pursuant to any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Group Companies as LLC and in effect a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the date full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the LLC and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement (the Persons Agreement, except that no Indemnified Party shall be entitled to be indemnified pursuant to in respect of any Loss or Costs incurred by such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary Party by reason of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions such Indemnified Party’s gross negligence or willful misconduct with respect to indemnification such acts or omissions; provided, however, that any indemnity under this Section 6.03 shall be provided out of and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documentsof LLC assets only, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) no Member, Manager or Officer shall have personal liability on account thereof. The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenses, that may be Company shall advance Costs incurred by the Affiliate or on behalf of an Indemnified Parties Party in enforcing the indemnity and other obligations provided for in this Section 6.3. connection with any Loss within twenty (c20) For at least six years days after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained receipt by the Group Companies as Company from the Indemnified Party of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered a statement requesting such advances from to time; provided such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the directors’ Indemnified Party to repay any and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but all advanced Costs in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required ultimately determined to not be provided pursuant entitled to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained indemnification by the Group Companies as of the Effective DateCompany. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after None of the ClosingMember, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directorsany of its employees, managersagents, officers, directors, Board of Regents (the “Board of Regents”) and members thereof, members of its advisory bodies and councils, any of their respective affiliates, consultants, employees and or agents or any Officer (and any individual who prior each an “Indemnified Party”) shall be liable to the Effective Date becomes a directorCompany or any other person or entity who has an interest in the Company for any loss, manager, officer, employee damage or agent claim (including reasonable legal fees and costs) incurred by reason of a Group Company) pursuant to any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Group Companies as Company and in effect a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the date full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement (the Persons Agreement, except that no Indemnified Party shall be entitled to be indemnified pursuant to in respect of any loss, damage or claim incurred by such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary Party by reason of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions gross negligence or willful misconduct with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreementsuch acts or omissions; provided, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documents, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenseshowever, that may be incurred by the Affiliate Indemnified Parties in enforcing the any indemnity and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which 19 shall be satisfactory provided out of and to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as extent of the Effective Date. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified PartiesCompany assets only, and will be binding the Member shall have no personal liability on all successors and permitted assigns of the Issueraccount thereof.] [TBD]

Exculpation and Indemnification. Section 22(b) through Section 22(o) shall remain in effect until and shall terminate on the sixth (a6th) From anniversary of this Agreement and after are solely for the Closing, benefit of the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who of the Company on or prior to the Effective Date becomes a directordate hereof. a. Neither the Member nor any of its respective members, manageremployees, officeragents, employee officers, directors, any of their respective affiliates, consultants, employees or agent agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage, claim or expense (including attorneys’ fees) incurred by reason of a Group Company) pursuant to any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Group Companies as Company and in effect a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement. To the date of this Agreement (the Persons fullest extent permitted by applicable law, an Indemnified Party shall be entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each from the Company for any loss, damage, claim or expense (including attorneys’ fees) incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Affiliate Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Parties Party by this Agreement; provided, however, that any indemnity under this Section 22(a) shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. b. To the fullest extent permitted by law as it currently exists and to such Constituent Documentsgreater extent as applicable law hereafter may permit, but subject to the limitations expressly provided in this Agreement, the Company shall indemnify any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or other enterprise (including an employee benefit plan), association, government agency or political subdivision thereof or other entity (each, a “Person”) who was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such Person is or was a director of the Company (“Director”) or Officer, is or was serving as a tax matters partner of the Company or, at the request of the Company, as a director, officer, tax matters partner, employee, partner, manager, fiduciary or trustee of any of the Company or any Subsidiary thereof (“Company Group”) or any other Person (each an “Indemnitee”) or by reason of any action alleged to have been taken or omitted in such capacity, against losses, expenses (including attorneys’ fees), judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to exercise the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such Person’s 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 Person did not act in good faith and in a manner which the Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful. c. To the fullest extent permitted by law, but subject to the limitations expressly provided in this Agreement, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any threatened, pending or completed action, suit or proceeding, by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person was serving as an Indemnitee, or by reason of any action alleged to have been taken or omitted in such capacity, against losses, expenses (including attorneys’ fees), judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. d. To the extent an Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 22(b) or Section 22(c), or in the defense of any claim, issue or matter therein, such Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Person in connection therewith. e. Any indemnification under Section 22(b) or Section 22(c) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Person has met the applicable standard of conduct set forth in such Constituent Documents section. Such determination shall be made, with respect to elect a Person who is a Director or Officer at the time of such determination, (i) by the Member, (ii) by a committee designated by the Member, or (iii) if the Member so directs, by independent legal counsel in an opinion of Counsel. f. Expenses (including attorneys’ fees) incurred by an Indemnitee in defending any action, suit or proceeding referred to in Section 22(b) or Section 22(c) shall be paid by the Company in advance of the final disposition of such action, suit or proceeding and in advance of any determination that such Indemnitee is not entitled to provide indemnification and be indemnified, upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Person is not entitled to be indemnified by the Company as authorized in Section 22(b) through Section 22(o). g. The indemnification, advancement of expenses and other provisions of Section 22(b) through Section 22(o) shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Member, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the Affiliate Indemnified Partiesbenefit of the heirs, successors, assigns and administrators of the Indemnitee. (b) h. The Issuer agrees to pay from time to time Company may purchase and maintain insurance, on behalf of its Directors and Officers, and such other Persons as warranted all expensesthe Member shall determine, including attorneys’ fees and costs and expenses, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Affiliate Indemnified Parties Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. i. For purposes of the definition of Indemnitee in enforcing Section 22(b), the indemnity Company shall be deemed to have requested a Person to serve as fiduciary of an employee benefit plan whenever the performance by such Person of his duties to the Company also imposes duties on, or otherwise involves services by, such Person to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 22(b); and other obligations provided action taken or omitted by such Person with respect to any employee benefit plan in the performance of such Person’s duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in, or not opposed to, the best interests of the Company. j. Any indemnification pursuant to Section 22(b) through Section 22(o) shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. k. An Indemnitee shall not be denied indemnification in whole or in part under Section 22(b) through Section 22(o) because the Indemnitee 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. l. If a claim under Section 22(b) through Section 22(o) is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable expenses of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in this Section 6.3. Agreement. Neither the failure of the Company (cincluding independent legal counsel or the Member) For at least six years after to have made a determination prior to the Effective Datecommencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in this Agreement, nor an actual determination by the Issuer will maintain in effect policies Company (including independent legal counsel or the Member) that the Indemnitee has not met the applicable standard of directors’ and officers’ Liability insurance conduct shall create a presumption that the Indemnitee has not met the applicable standard of at least the same level of coverage and containing terms which areconduct, or, in the aggregatecase of such a suit brought by the Indemnitee, no less advantageous be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the insured terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such advancement of expenses, under Section 22(b) through Section 22(o) or otherwise shall be on the Company. m. The Company may indemnify any Person 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 or investigative (whether or not an action by or in the right of the Company) by reason of the fact that the Person is or was an employee (other than an Officer) or agent of the Company, or, while serving as an employee (other than an Officer) or agent of the current policies Company or is or was serving at the request of directors’ and officers’ Liability insurance maintained the Company as a director, officer, employee, partner, fiduciary, trustee or agent of another member of the Company Group or another Person to the extent (i) permitted by the Group Companies as laws of the Effective DateState of Delaware as from time to time in effect, in each case covering those Affiliate Indemnified Parties who are covered and (ii) authorized by the directorsMember. The Company may, to the extent permitted by Delaware law and authorized by the Member, pay expenses (including attorneys’ and officers’ Liability insurance policy fees) reasonably incurred by an such employee or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums final disposition of such insurance coverage exceed action, suit or proceeding, upon such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that as the Member determines. The provisions of this Section 22(m) shall not constitute a contract right for any such employee or agent. n. The indemnification, advancement of expenses and other provisions of Section 22(b) through Section 22(o) are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not less advantageous be deemed to create any rights for the benefit of any other Persons. o. Except to the Affiliate Indemnified Parties than those currently extent otherwise provided in Section 22(m), the right to be indemnified and to receive advancement of expenses in Section 22(b) through Section 22(o) shall be a contract right. No amendment, modification or repeal of Section 22(b) through Section 22(o) or any provision hereof shall in any manner terminate, reduce or impair the Affiliate Indemnified Parties under the insurance policies maintained right of any past, present or future Indemnitee to be indemnified by the Group Companies as Company, nor the obligations of the Effective DateCompany to indemnify any such Indemnitee under and in accordance with the provisions of Section 22(b) through Section 22(o) as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after Notwithstanding anything to the Closingcontrary in this Agreement, the Issuer will cause the Group Companies to fulfill General Partner, its members and honor in all respects the obligations to Affiliates and its and their respective current and former directors, managers, officers, shareholders, partners, trustees and employees (individually and agents (and any individual who prior respectively, a "Released Party") shall not be liable to the Effective Date becomes Partnership or to the Limited Partners for any losses, claims, damages or liabilities arising from any act or omission performed or omitted by such Released Party arising out of or in connection with this Agreement or the Partnership's business or affairs, except for (i) any such loss, claim, damage or liability attributable to the negligence or willful misconduct of such Released Party or a director, manager, officer, employee or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents of the Group Companies as in effect on the date material breach of this Agreement which such Released Party fails to cure, or fails to cause the General Partner to cure, within ten (10) Business Days following receipt by the Persons entitled General Partner of notice of such breach from the Required Partners (a "Breach"), provided that if such breach is capable of being cured but cannot be cured with diligent efforts within such period of 10 Business Days and if such Released Party or the General Partner, as the case may be, has commenced to cure such breach within such period of 10 Business Days, no Breach of this Agreement shall be indemnified deemed to have occurred unless either (a) such Released Party or the General Partner, as the case may be, ceases to proceed diligently to cure such breach or (b) such breach is not cured within fifteen (15) days after the receipt by the General Partner of such notice of the breach, or (ii) any such loss, claim, damage or liability attributable to or arising out of or as a result of any Released Party's position as an officer, director, trustee or controlling stockholder (except in the case of any such loss, claim, damage or liability attributable to such person's position as a controlling stockholder arising solely by reason of the initial funding of the Partnership Investment pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary Contribution Agreement) of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions ▇▇▇▇ Centers Trust or with respect to indemnification and exculpation from Liability as set forth actions taken or omitted to be taken by them in the Constituent Documents of the Group Companies as of the date of this Agreementsuch capacity. The General Partner shall, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by applicable law, indemnify, defend and hold harmless the Partnership and the Limited Partners against any losses, claims, damages or liabilities to which the Partnership or such Constituent DocumentsLimited Partners may become subject in connection with (i) any Breach or (ii) actions or omissions of any Released Party after the Closing Date relating to their positions as executive officers, and not trustees, directors or controlling stockholders (except in the case of any such loss, claim, damage or liability attributable to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement person's position as a controlling stockholder arising solely by reason of expenses the initial funding of the Partnership Investment pursuant to the Affiliate Indemnified PartiesContribution Agreement) of ▇▇▇▇ Centers Trust or actions taken or omitted to be taken by them in such capacity. (b) The Issuer agrees Partnership shall, to pay from time the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Released Party against any losses, claims, damages or liabilities to time which such Released Party may become subject in connection with any matter arising out of or in connection with this Agreement or the Partnership's business or affairs, except for any such loss, claim, damage or liability attributable to the gross negligence, willful misconduct or Breach of such Released Party or as warranted all expensesa result of any Released Party's position as an officer, trustee, director or controlling stockholder of ▇▇▇▇ Centers Trust or with respect to actions taken by or omitted to be taken by any Released Party in such capacity. If any Released Party becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of or in connection with this Agreement or the Partnership's business or affairs, the Partnership shall reimburse such Released Party for its legal and other expenses (including attorneys’ fees the cost of any investigation and costs and expensespreparation) as they are incurred in connection therewith, provided that may such Released Party shall promptly repay to the Partnership the amount of any such reimbursed expenses paid to it if it shall ultimately be incurred determined that such Released Party was not entitled to be indemnified by the Affiliate Indemnified Parties Partnership in enforcing connection with such action, proceeding or investigation. Any such obligation of the indemnity Partnership shall be limited to the assets of the Partnership and other obligations provided there shall be no personal liability of any of the Limited Partners for in this Section 6.3any such obligation of the Partnership. (c) For Each Partner covenants for itself and its successors, assigns, heirs and personal representatives that such Person will, at least six years any time prior to or after dissolution of the Effective DatePartnership, on demand, whether before or after such Person's withdrawal from the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which arePartnership, in the aggregate, no less advantageous pay to the insured Partnership or the General Partner any amount which the Partnership or the General Partner, as the current policies case may be, pays in respect of directors’ and officers’ Liability insurance maintained by the Group Companies as taxes (including withholding taxes) imposed upon income of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required or distributions to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective DatePartner. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior Except to the Effective Date becomes a extent otherwise required by applicable law, none of the General Partner or any director, managerofficer, officerpartner, shareholder, Affiliate, employee or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents member of the Group Companies as in effect on General Partner (all of the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions foregoing persons and entities being referred to collectively as the “Affiliate Indemnified Parties” and individually as an “Indemnified Party”). From and after ) shall be liable to the Closing through Fund or any Partner for (i) any act or omission taken or suffered by such Indemnified Party or (ii) any losses due to the sixth anniversary negligence of any employees, brokers or other agents of the Effective DateFund (whether or not such persons are directly employed by any Indemnified Party), unless such Indemnified Party’s act or omission has been determined, by a court having appropriate jurisdiction in a decision that is not subject to appeal, to constitute fraud, wilful misfeasance or negligence of such Indemnified Party. To the Issuer will cause maximum extent permitted by applicable law, each Indemnified Party shall be fully protected, indemnified and held harmless by the Group Companies Fund against all liabilities, claims, damages and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, and legal fees and expenses reasonably incurred in connection with any pending or threatened litigation or proceeding) arising out of, related to maintain or in connection with the provisions with respect Fund’s business or affairs, unless the act or omission giving rise to the claim for indemnification and exculpation from Liability as set forth has been determined, by a court having appropriate jurisdiction in a decision that is not subject to appeal, to have been caused by such Indemnified Party’s fraud, wilful misfeasance, negligence or the Constituent Documents knowing material violation of the Group Companies as of the date applicable laws, material breach of this Agreement, which provisions will not be amendedany fiduciary duty owed to the Fund by this Agreement, repealed or otherwise modified during such period in any manner that would adversely affect fiduciary duty owed to the rights thereunder of any Affiliate Fund by the Indemnified Party. Without limiting No Indemnified Party shall be entitled to indemnification by the generality Fund to the extent that such loss arises in respect of any economic losses incurred by any Indemnified Party as a result of the foregoingownership of Units in the Fund or the ownership of an interest in any assets, the Issuer agrees, following the Closing, to cause each or in respect of any expenses of the Group Companies Fund that the Indemnified Party has agreed to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documents, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) bear. The Issuer agrees to pay from time to time as warranted all Fund may advance expenses, including attorneys’ legal fees and costs and expensesdisbursements, for which any Indemnified Party would be entitled by this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined, by a court having appropriate jurisdiction in a decision that is not subject to appeal, that indemnification for such expenses is not permitted by law or authorized by this Agreement. Each Indemnified Party may be incurred consult with outside legal counsel selected by the Affiliate Fund, and any action or omission taken or suffered in reliance and in accordance with the opinion or advice of such counsel shall be conclusively presumed for purposes of this Agreement not to have constituted fraud, wilful misfeasance or negligence. Unless there is a specific finding of fraud, wilful misfeasance or negligence (or where such a finding is an essential element of a judgment or order), the termination of any action, suit or proceeding by judgment, order or settlement, shall not, of itself, be deemed to constitute for the purposes of this Section 6 a determination that the Indemnified Parties Party in enforcing question acted negligently or engaged in fraud or wilful misfeasance. A person or entity shall continue to be exculpated and shall remain entitled to the indemnity and other obligations indemnification provided for in this Section 6.3. (c) For at least six years after 6 following the Effective Datetermination of any capacity in which such person or entity serves as an Indemnified Party with respect to any act or omission suffered or taken while serving in such capacity. The amount of any indemnification to which an Indemnified Party is entitled under this Section 6 in respect of any matter, the Issuer will maintain in effect policies transaction or state of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained affairs shall be reduced by the Group Companies as amount of any insurance proceeds actually received and entitled to be retained by such Indemnified Party and by the Effective Dateamount of any indemnification payment from any issuer of securities owned by the Fund actually received and entitled to be retained by such Indemnified Party, in each case covering those Affiliate to the extent such proceeds or payment are on account of the same matter, transaction or state of affairs. Each Indemnified Parties who are covered Party, if otherwise entitled to indemnification from the Fund hereunder, shall use reasonable efforts to seek indemnification from other available third party sources other than the General Partner or any Limited Partner (including under any insurance policies by which such person is covered) and shall account to the Fund for any amounts received by it from such sources. If such Indemnified Party is a person other than the General Partner, it shall obtain the written consent of the General Partner prior to entering into any compromise or settlement in respect of such claim that would result in an obligation of the Fund to indemnify such Indemnitee. If liabilities arise out of the conduct of the business and affairs of the Fund and of any other person for which the Indemnified Party entitled to indemnification from the Fund hereunder was then acting in a similar capacity, the amount of the indemnification provided by the directors’ Fund shall be limited to the Fund’s proportionate share thereof as determined in good faith by the General Partner in light of its fiduciary duties to the Fund. To the maximum extent permitted by applicable law, any act or omission taken or suffered by an Indemnified Party regarding any matter which this Agreement provides is in such Indemnified Party’s discretion or sole discretion shall be conclusively deemed not to constitute fraud, wilful misfeasance or negligence. To the extent that, at law or in equity, an Indemnified Party has duties (including fiduciary duties) and officers’ Liability insurance policy liabilities relating thereto to the Fund or to the Partners, the General Partner and any other Indemnified Party acting in connection with the Fund’s business or affairs under this Agreement shall not be liable to the Fund or to any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, including this Section 6, to the extent that they restrict the duties and liabilities of an Indemnified Party otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of such Indemnified Party. Promptly after becoming aware of any matter that may give rise to a claim for indemnification hereunder, the General Partner will provide to the Limited Partners written notice of such matter specifying (to the extent that information is available) the factual basis for any claim and the amount of such claim (or if an amount is not then determinable, an estimate of the Group Companies as amount of the Effective Dateclaim, if an estimate is feasible in the circumstances). Notwithstanding The General Partner will keep the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% Limited Partners informed of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums status of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain any claims on a policy with the greatest coverage available for a cost not exceeding such amountregular basis. The Issuer may satisfy its obligations under General Partner shall hold the benefit of this Section 6.3(c) by purchasing a single tail directors for its own benefit and officers Liability insurance policy (which for the benefit of the Indemnified Parties. The indemnification obligations set forth in this Section 6 shall be satisfactory survive the termination of this Agreement and the dissolution and winding-up of the Fund. The provisions of this Section 6 shall enure to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as benefit of the Effective Date. (d) This Section 6.3 will survive successors, permitted assigns, heirs and personal representatives of the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after Neither the ClosingInvestment Manager nor any Affiliate or any members, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former associates, directors, managers, officers, employees and or agents (and any individual who prior to the Effective Date becomes a director, manager, officer, employee or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents of the Group Companies as in effect on the date of this Agreement Investment Manager or any Affiliate (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as each, an “Indemnified Party” and collectively, the “Affiliate Indemnified Parties”). From and after ) shall be liable to the Closing through Client for any act or omission based upon honest errors of judgment, negligence or other fault in connection with the sixth anniversary business or affairs of the Effective DateClient, so long as the Issuer will cause action or failure to act does not constitute Disabling Conduct (including, without limitation, for the Group Companies actions of any sub-advisor selected by the Investment Manager to maintain manage the provisions account containing the Collateral Assets, except where the Indemnified Party acted with respect to indemnification and exculpation from Liability as set forth Disabling Conduct in the Constituent Documents selection and engagement of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate sub-advisor). (b) The Client shall indemnify each Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties Party to the fullest extent permitted by such Constituent DocumentsLaw and to hold each Indemnified Party harmless from and with respect to all (a) fees, costs and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and disbursements) incurred in connection with or resulting from any claim, action or demand against the Indemnified Parties that arise out of or in any way relate to the Client, its properties, business or affairs and (b) any losses or damages resulting from any such claim, action or demand, including amounts paid in settlement or compromise of the claim, action or demand, except that this indemnification shall not apply to any such fees, costs, expenses, losses or damages (“Losses”) arising out of an Indemnified Party’s Disabling Conduct. Further, the Client’s obligations under this paragraph 12 shall not apply (x) with respect to Losses arising out of any unsuccessful claim, action or demand (excluding counterclaims) by any Indemnified Party against the Client, or (y) with respect to Losses arising out of any claim, action or demand arising out of or related to disputes among the Indemnified Parties. The Client shall advance to any Indemnified Party costs and expenses, expenses (including attorneys’ fees and disbursements) that may be incurred are deemed reasonable by the Affiliate Investment Manager, and that are incurred in connection with any action or proceeding subject to indemnification hereunder, prior to the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Parties Party to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified by the Client. U.S. federal securities laws, under certain circumstances, impose liability even on Persons that act in enforcing good faith, and the indemnity and other obligations provided for in Client is not waiving any rights it may have to the extent that such liability may not be waived, modified or eliminated under applicable Law but shall be construed so as to effectuate the provisions of this Section 6.3paragraph 12 to the fullest extent permitted by Law. (c) For at least six years after purposes of this paragraph 12, acts or failures to act undertaken upon the Effective Dateadvice of counsel shall be deemed to be actions in good faith, within the Issuer will maintain in effect policies scope of directors’ authority and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as best interests of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective DateClient. (d) This Section 6.3 will survive the Closing, is intended to benefit The obligations of TP Re Bermuda and may TP Re USA under this paragraph 12 shall be enforced by the Group Companies several and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuernot joint.

Exculpation and Indemnification. Section 22(b) through Section 22(o) shall remain in effect until and shall terminate on the sixth (a6th) From anniversary of this Agreement and after are solely for the Closing, benefit of the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who of the Company prior to the Effective Date becomes a directordate hereof. a. Neither the Member nor any of its respective members, manageremployees, officeragents, employee officers, directors, any of their respective affiliates, consultants, employees or agent agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage, claim or expense (including attorneys’ fees) incurred by reason of a Group Company) pursuant to any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Group Companies as Company and in effect a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement. To the date of this Agreement (the Persons fullest extent permitted by applicable law, an Indemnified Party shall be entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each from the Company for any loss, damage, claim or expense (including attorneys’ fees) incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Affiliate Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Parties Party by this Agreement; provided, however, that any indemnity under this Section 22(a) shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. b. To the fullest extent permitted by law as it currently exists and to such Constituent Documentsgreater extent as applicable law hereafter may permit, but subject to the limitations expressly provided in this Agreement, the Company shall indemnify any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or other enterprise (including an employee benefit plan), association, government agency or political subdivision thereof or other entity (each, a “Person”) who was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such Person is or was a director of the Company (“Director”) or officer of the Company prior to the date hereto (a “Previous Officer”), is or was serving as a tax matters partner of the Company or, at the request of the Company, as a director, officer, tax matters partner, employee, partner, manager, fiduciary or trustee of any of the Company or any Subsidiary thereof (“Company Group”) or any other Person (each an “Indemnitee”) or by reason of any action alleged to have been taken or omitted in such capacity, against losses, expenses (including attorneys’ fees), judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to exercise the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such Person’s 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 Person did not act in good faith and in a manner which the Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful. c. To the fullest extent permitted by law, but subject to the limitations expressly provided in this Agreement, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any threatened, pending or completed action, suit or proceeding, by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person was serving as an Indemnitee, or by reason of any action alleged to have been taken or omitted in such capacity, against losses, expenses (including attorneys’ fees), judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. d. To the extent an Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 22(b) or Section 22(c), or in the defense of any claim, issue or matter therein, such Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Person in connection therewith. e. Any indemnification under Section 22(b) or Section 22(c) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Person has met the applicable standard of conduct set forth in such Constituent Documents section. Such determination shall be made, with respect to elect a Person who is a Director or Previous Officer at the time of such determination, (i) by the Member, (ii) by a committee designated by the Member, or (iii) if the Member so directs, by independent legal counsel in an opinion of Counsel. f. Expenses (including attorneys’ fees) incurred by an Indemnitee in defending any action, suit or proceeding referred to in Section 22(b) or Section 22(c) shall be paid by the Company in advance of the final disposition of such action, suit or proceeding and in advance of any determination that such Indemnitee is not entitled to provide indemnification and be indemnified, upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Person is not entitled to be indemnified by the Company as authorized in Section 22(b) through Section 22(o). g. The indemnification, advancement of expenses and other provisions of Section 22(b) through Section 22(o) shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Member, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the Affiliate Indemnified Partiesbenefit of the heirs, successors, assigns and administrators of the Indemnitee. (b) h. The Issuer agrees to pay from time to time Company may purchase and maintain insurance, on behalf of its Directors and Previous Officers, and such other Persons as warranted all expensesthe Member shall determine, including attorneys’ fees and costs and expenses, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Affiliate Indemnified Parties Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. i. For purposes of the definition of Indemnitee in enforcing Section 22(b), the indemnity Company shall be deemed to have requested a Person to serve as fiduciary of an employee benefit plan whenever the performance by such Person of his duties to the Company also imposes duties on, or otherwise involves services by, such Person to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 22(b); and other obligations provided action taken or omitted by such Person with respect to any employee benefit plan in the performance of such Person’s duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in, or not opposed to, the best interests of the Company. j. Any indemnification pursuant to Section 22(b) through Section 22(o) shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. k. An Indemnitee shall not be denied indemnification in whole or in part under Section 22(b) through Section 22(o) because the Indemnitee 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. l. If a claim under Section 22(b) through Section 22(o) is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable expenses of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in this Section 6.3. Agreement. Neither the failure of the Company (cincluding independent legal counsel or the Member) For at least six years after to have made a determination prior to the Effective Datecommencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in this Agreement, nor an actual determination by the Issuer will maintain in effect policies Company (including independent legal counsel or the Member) that the Indemnitee has not met the applicable standard of directors’ and officers’ Liability insurance conduct shall create a presumption that the Indemnitee has not met the applicable standard of at least the same level of coverage and containing terms which areconduct, or, in the aggregatecase of such a suit brought by the Indemnitee, no less advantageous be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the insured terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such advancement of expenses, under Section 22(b) through Section 22(o) or otherwise shall be on the Company. m. The Company may indemnify any Person 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 or investigative (whether or not an action by or in the right of the Company) by reason of the fact that the Person is or was an employee (other than an Officer or Previous Officer) or agent of the Company, or, while serving as an employee (other than an Officer or Previous Officer) or agent of the current policies Company or is or was serving at the request of directors’ and officers’ Liability insurance maintained the Company as a director, officer, employee, partner, fiduciary, trustee or agent of another member of the Company Group or another Person to the extent (i) permitted by the Group Companies as laws of the Effective DateState of Delaware as from time to time in effect, in each case covering those Affiliate Indemnified Parties who are covered and (ii) authorized by the directorsMember. The Company may, to the extent permitted by Delaware law and authorized by the Member, pay expenses (including attorneys’ and officers’ Liability insurance policy fees) reasonably incurred by an such employee or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums final disposition of such insurance coverage exceed action, suit or proceeding, upon such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that as the Member determines. The provisions of this Section 22(m) shall not constitute a contract right for any such employee or agent. n. The indemnification, advancement of expenses and other provisions of Section 22(b) through Section 22(o) are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not less advantageous be deemed to create any rights for the benefit of any other Persons. o. Except to the Affiliate Indemnified Parties than those currently extent otherwise provided in Section 22(m), the right to be indemnified and to receive advancement of expenses in Section 22(b) through Section 22(o) shall be a contract right. No amendment, modification or repeal of Section 22(b) through Section 22(o) or any provision hereof shall in any manner terminate, reduce or impair the Affiliate Indemnified Parties under the insurance policies maintained right of any past, present or future Indemnitee to be indemnified by the Group Companies as Company, nor the obligations of the Effective DateCompany to indemnify any such Indemnitee under and in accordance with the provisions of Section 22(b) through Section 22(o) as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after Neither the ClosingInvestment Manager nor ------------------------------- any of its partners, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former affiliates, directors, managers, officers, employees employees, shareholders, members and other agents (and any individual who prior each, an "Indemnified Party"), shall be liable to the Effective Date becomes a directorGeneral Partner, managerthe Fund or to the Members for monetary damages for any losses, officerclaims, employee damages or agent liabilities ("Damages") arising from any act performed or omitted by such parties arising out of a Group Company) pursuant to any indemnification provisions or in connection with the performance by Investment Manager of its services under this Agreement or the Fund's business or affairs, including, without limitation, all activities of the type or character disclosed in the Fund's confidential offering memorandum, as it may have been supplemented or amended, under the Constituent Documents captions "Risk Factors," "Conflicts of Interest" or elsewhere therein (such disclosure being incorporated herein by reference), except to the Group Companies as in effect on extent that any such Damages are primarily attributable to the date gross negligence or willful misconduct of this Agreement (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing. (1) The Fund shall, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documentsapplicable law, indemnify, defend and not hold harmless the Indemnified Parties against any Damages to exercise which the Indemnified Party may become subject in connection with any right matter arising out of or in connection with the performance by Investment Manager of its services under such Constituent Documents this Agreement or the Fund's business or affairs, except, with respect to elect not to provide indemnification and advancement of expenses any Indemnified Party to the Affiliate extent that any such Damages are primarily attributable to the gross negligence or willful misconduct of such Indemnified PartiesParty. If the Indemnified Party becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of or in connection with the performance by Investment Manager of its services under this Agreement or the Fund's business or affairs, the Fund shall reimburse the Indemnified Party for its reasonable legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith, provided that the Indemnified Party shall promptly repay to the Fund the amount of any such reimbursed expenses paid to it if it shall ultimately be finally determined that the Indemnified Party was not entitled to be indemnified by the Fund in connection with such action, proceeding or investigation. If for any reason (other than by reason of the exclusions from indemnification hereinabove set forth) the foregoing indemnification is unavailable to the Indemnified Party, or insufficient to hold it harmless, then the Fund shall contribute to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Fund on the one hand and the Indemnified Party on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. (b2) The Issuer agrees provisions of this Section 3.1(b) shall survive for a period of three years from the date of dissolution of the Fund; provided that if at the end of such period there are any actions, proceedings or investigations then pending, the Indemnified Party shall notify the General Partner and the General Partner shall so notify the Fund and the Partners of the Fund at such time (which notice shall include a brief description of each such action, proceeding or investigation and the liabilities asserted therein) and the provisions of this Section 3.1(b) shall survive with respect to pay from time to time as warranted all expenseseach such action, including attorneys’ fees proceeding or investigation set forth in such notice (or any related action, proceeding or investigation based upon the same or similar claim) until the date that such action, proceeding or investigation is finally resolved; and costs and expensesprovided, further, that may be incurred by the Affiliate Indemnified Parties in enforcing obligations of the indemnity and other obligations provided for in Fund under this Section 6.33.1(b) shall be satisfied solely out of Fund assets, subject to the right of the liquidator of the Fund to establish reserves, pursuant to the Fund Partnership Agreement for contingent obligations under this Section 3.1(b). (c) For at least six years after No member of the Effective Date, General Partner or Partner of the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous Fund shall have any obligation to the insured Fund or any other Partner of the Fund to bring or join in any action in defense of an Indemnified Party pursuant to Section 3.1 (a) or (b). Nothing contained in this Section 3.1 shall be construed as the current policies any waiver of directors’ and officers’ Liability insurance maintained claims or recoveries by the Group Companies as of the Effective Date, in each case covering those Affiliate Fund or an Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective DateParty. (d) This Section 6.3 will survive The remedies of an Indemnified Party under this Article III shall be non- exclusive and, without duplication, each such Indemnified Party may pursue any other remedy provided in law or equity. (e) The provisions of this Article III shall inure to the Closing, is intended to benefit and may be enforced by of the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors any successors, assigns, heirs and permitted assigns personal representatives of the Issuersuch Indemnified Parties.

Exculpation and Indemnification. (a) From and after The Member shall not be liable to the ClosingIssuer, the Co-Issuer, any holder of the Notes, any holder of the Preferred Shares, any holder of ordinary shares of the Issuer will cause or the Group Companies Collateral Manager (i) for any losses incurred as a result of the actions taken or omitted to fulfill and honor in all respects be taken by the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior Member pursuant to the Effective Date becomes a directorprovisions of this Exhibit B-▇ or the Advisory Committee Guidelines, managerexcept that the Member may be so liable to the extent such losses are the result of acts or omissions constituting willful misconduct, officer, employee fraud or agent gross negligence by the Member in the performance of a Group Company) pursuant to any indemnification provisions its obligations hereunder or under the Constituent Documents Advisory Committee Guidelines or (ii) for the acts or omissions of any other member of the Group Companies as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documents, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified PartiesAdvisory Committee. (b) The Issuer agrees to pay from time to time as warranted all expensesshall indemnify the Member for, and hold the Member harmless against, any loss, liability or expense (including without limitation reasonable attorneys’ fees and expenses) incurred arising out of or in connection with the Member’s service as a member of the Advisory Committee, including the costs and expensesexpenses of defense against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (collectively, “Losses”); provided, however, that may be the Issuer shall not indemnify the Member for any Losses incurred as a result of acts or omissions constituting willful misconduct, fraud or gross negligence by the Affiliate Indemnified Parties Member in enforcing the indemnity and other performance of its obligations provided for in this Section 6.3hereunder or under the Advisory Committee Guidelines. (c) For If any action shall be instituted involving the Member for which indemnification hereunder may be applicable, such Member shall promptly notify the Issuer and the Collateral Manager in writing and the Issuer shall have the right to retain counsel reasonably satisfactory to the Issuer and the Collateral Manager to represent the Member and any others the Issuer may designate In such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, the Member shall have the right to retain individual counsel, but the fees and expenses of such counsel shall be at least six years after the Effective Dateexpense of the Member unless (i) the Issuer and the Member shall have agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include the Member and the Issuer and representation of all such parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Issuer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for the Member and any other members of the Advisory Committee, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. The Issuer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which areagrees, in the aggregate, no less advantageous subject to the insured as limitations noted herein, to indemnify the current policies Member from and against any loss or liability by reason of directors’ and officers’ Liability insurance maintained by such settlement or judgment. The Issuer shall not, without the Group Companies as prior written consent of the Effective DateMember, effect any settlement of any pending or threatened proceeding in each case covering those Affiliate Indemnified Parties who are covered by respect of which the directors’ and officers’ Liability insurance policy Member is or is likely to have been a party, unless such settlement includes an unconditional release of the Group Companies as Member from all liability on claims that are the subject matter of the Effective Datesuch proceeding. Notwithstanding the foregoing, if any person shall pay the Issuer will not be required to expend in Member any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided indemnification pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous Paragraph 4, such person shall succeed to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Date. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns rights of the Issuer, to the exclusion of the Issuer, set forth in this Paragraph 4(c) (including, but not limited to, the right of the Issuer to retain counsel to represent the Member in any related proceeding and to effect any settlement of any related pending or threatened proceeding).

Exculpation and Indemnification. Section 22(b) through Section 22(o) shall remain in effect until and shall terminate on the sixth (a6th) From anniversary of this Agreement and after are solely for the Closing, benefit of the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who of the Company on or prior to the Effective Date becomes a directordate hereof. a. Neither the Member nor any of its respective members, manageremployees, officeragents, employee officers, directors, any of their respective affiliates, consultants, employees or agent agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage, claim or expense (including attorneys’ fees) incurred by reason of a Group Company) pursuant to any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Group Companies as Company and in effect a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement. To the date of this Agreement (the Persons fullest extent permitted by applicable law, an Indemnified Party shall be entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each from the Company for any loss, damage, claim or expense (including attorneys’ fees) incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Affiliate Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Parties Party by this Agreement; provided, however, that any indemnity under this Section 22(a) shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. b. To the fullest extent permitted by law as it currently exists and to such Constituent Documentsgreater extent as applicable law hereafter may permit, but subject to the limitations expressly provided in this Agreement, the Company shall indemnify any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or other enterprise (including an employee benefit plan), association, government agency or political subdivision thereof or other entity (each, a “Person”) who was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such Person is or was a director of the Company (“Director”) or Officer, is or was serving as a tax matters partner of the Company or, at the request of the Company, as a director, officer, tax matters partner, employee, partner, manager, fiduciary or trustee of any of the Company or any Subsidiary thereof (“Company Group”) or any other Person (each an “Indemnitee”) or by reason of any action alleged to have been taken or omitted in such capacity, against losses, expenses (including attorneys’ fees), judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to exercise the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such Person’s 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 Person did not act in good faith and in a manner which the Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful. c. To the fullest extent permitted by law, but subject to the limitations expressly provided in this Agreement, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any threatened, pending or completed action, suit or proceeding, by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person was serving as an Indemnitee, or by reason of any action alleged to have been taken or omitted in such capacity, against losses, expenses (including attorneys’ fees), judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. d. To the extent an Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 22(b) or Section 22(c), or in the defense of any claim, issue or matter therein, such Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Person in connection therewith. e. Any indemnification under Section 22(b) or Section 22(c) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Person has met the applicable standard of conduct set forth in such Constituent Documents section. Such determination shall be made, with respect to elect a Person who is a Director or Officer at the time of such determination, (i) by the Member, (ii) by a committee designated by the Member, or (iii) if the Member so directs, by independent legal counsel in an opinion of Counsel. f. Expenses (including attorneys’ fees) incurred by an Indemnitee in defending any action, suit or proceeding referred to in Section 22(b) or Section 22(c) shall be paid by the Company in advance of the final disposition of such action, suit or proceeding and in advance of any determination that such Indemnitee is not entitled to provide indemnification and be indemnified, upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Person is not entitled to be indemnified by the Company as authorized in Section 22(b) through Section 22(o). g. The indemnification, advancement of expenses and other provisions of Section 22(b) through Section 22(o) shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Member, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the Affiliate Indemnified Partiesbenefit of the heirs, successors, assigns and administrators of the Indemnitee. (b) h. The Issuer agrees to pay from time to time Company may purchase and maintain insurance, on behalf of its Directors and Officers, and such other Persons as warranted all expensesthe Member shall determine, including attorneys’ fees and costs and expenses, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Affiliate Indemnified Parties Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. i. For purposes of the definition of Indemnitee in enforcing Section 22(b), the indemnity Company shall be deemed to have requested a Person to serve as fiduciary of an employee benefit plan whenever the performance by such Person of his duties to the Company also imposes duties on, or otherwise involves services by, such Person to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 22(b); and other obligations provided action taken or omitted by such Person with respect to any employee benefit plan in the performance of such Person’s duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in, or not opposed to, the best interests of the Company. j. Any indemnification pursuant to Section 22(b) through Section 22(o) shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. k. An Indemnitee shall not be denied indemnification in whole or in part under Section 22(b) through Section 22 l. If a claim under Section 22(b) through Section 22(o) is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable expenses of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in this Section 6.3. Agreement. Neither the failure of the Company (cincluding independent legal counsel or the Member) For at least six years after to have made a determination prior to the Effective Datecommencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in this Agreement, nor an actual determination by the Issuer will maintain in effect policies Company (including independent legal counsel or the Member) that the Indemnitee has not met the applicable standard of directors’ and officers’ Liability insurance conduct shall create a presumption that the Indemnitee has not met the applicable standard of at least the same level of coverage and containing terms which areconduct, or, in the aggregatecase of such a suit brought by the Indemnitee, no less advantageous be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the insured terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such advancement of expenses, under Section 22(b) through Section 22(o) or otherwise shall be on the Company. m. The Company may indemnify any Person 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 or investigative (whether or not an action by or in the right of the Company) by reason of the fact that the Person is or was an employee (other than an Officer) or agent of the Company, or, while serving as an employee (other than an Officer) or agent of the current policies Company or is or was serving at the request of directors’ and officers’ Liability insurance maintained the Company as a director, officer, employee, partner, fiduciary, trustee or agent of another member of the Company Group or another Person to the extent (i) permitted by the Group Companies as laws of the Effective DateState of Delaware as from time to time in effect, in each case covering those Affiliate Indemnified Parties who are covered and (ii) authorized by the directorsMember. The Company may, to the extent permitted by Delaware law and authorized by the Member, pay expenses (including attorneys’ and officers’ Liability insurance policy fees) reasonably incurred by an such employee or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums final disposition of such insurance coverage exceed action, suit or proceeding, upon such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that as the Member determines. The provisions of this Section 22(m) shall not constitute a contract right for any such employee or agent. n. The indemnification, advancement of expenses and other provisions of Section 22(b) through Section 22(o) are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not less advantageous be deemed to create any rights for the benefit of any other Persons. o. Except to the Affiliate Indemnified Parties than those currently extent otherwise provided in Section 22(m), the right to be indemnified and to receive advancement of expenses in Section 22(b) through Section 22(o) shall be a contract right. No amendment, modification or repeal of Section 22(b) through Section 22 (o) or any provision hereof shall in any manner terminate, reduce or impair the Affiliate Indemnified Parties under the insurance policies maintained right of any past, present or future Indemnitee to be indemnified by the Group Companies as Company, nor the obligations of the Effective DateCompany to indemnify any such Indemnitee under and in accordance with the provisions of Section 22 (b) through Section 22(o) as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after Neither the ClosingInvestment Manager nor any of its partners, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former affiliates, directors, managers, officers, employees employees, shareholders, members and other agents (and any individual who prior each, an “Indemnified Party”) shall be liable to the Effective Date becomes a directorGeneral Partner, managerthe Fund, officer, employee any Vehicle or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents Partners of the Group Companies as Fund for monetary damages for any losses, claims, damages or liabilities (“Damages”) arising from any act performed or omitted by such parties arising out of or in effect on connection with the date performance by Investment Manager of its services under this Agreement (or the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary Fund’s or any Vehicle’s business or affairs, including, without limitation, all activities of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth type or character disclosed in the Constituent Documents Fund’s confidential private placement memorandum, as it may have been supplemented or amended (such disclosure being incorporated herein by reference), except to the extent that any such Damages are primarily attributable to the gross negligence or willful misconduct of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing. (1) The Fund shall, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by applicable law, indemnify, defend and hold harmless the Indemnified Parties against any Damages to which the Indemnified Party may become subject in connection with any matter arising out of or in connection with the performance by Investment Manager of its services under this Agreement or the Fund’s business or affairs, except, with respect to any Indemnified Party to the extent that any such Constituent DocumentsDamages are primarily attributable to the gross negligence or willful misconduct of such Indemnified Party. If the Indemnified Party becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of or in connection with the performance by Investment Manager of its services under this Agreement or the Fund’s business or affairs, the Fund shall reimburse the Indemnified Party for its reasonable legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith; provided that the Indemnified Party shall promptly repay to the Fund the amount of any such reimbursed expenses paid to it if it shall ultimately be finally determined that the Indemnified Party was not entitled to be indemnified by the Fund in connection with such action, proceeding or investigation. If for any reason (other than by reason of the exclusions from indemnification hereinabove set forth) the foregoing indemnification is unavailable to the Indemnified Party, or insufficient to hold it harmless, then the Fund shall contribute to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Fund on the one hand and the Indemnified Party on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. (2) The provisions of this Section 3.1(b) shall survive for a period of three years from the date of dissolution of the Fund; provided that if at the end of such period there are any actions, proceedings or investigations then pending, the Indemnified Party shall notify the General Partner and the General Partner shall so notify the Fund and the Partners of the Fund at such time (which notice shall include a brief description of each such action, proceeding or investigation and the liabilities asserted therein) and the provisions of this Section 3.1(b) shall survive with respect to each such action, proceeding or investigation set forth in such notice (or any related action, proceeding or investigation based upon the same or similar claim) until the date that such action, proceeding or investigation is finally resolved; and provided, further, that the obligations of the Fund under this Section 3.1(b) shall be satisfied solely out of Fund assets, subject to the right of the liquidator of the Fund to establish reserves, pursuant to the Fund Partnership Agreement for contingent obligations under this Section 3.1(b). (c) No member of the General Partner or Partner of the Fund shall have any obligation to the Fund or any other Partner of the Fund to bring or join in any action in defense of an Indemnified Party pursuant to Section 3.1 (a) or (b). Nothing contained in this Section 3.1 shall be construed as any waiver of insurance claims or recoveries by the Fund or an Indemnified Party. (d) The remedies of an Indemnified Party under this Article III shall be non-exclusive and, without duplication, each such Indemnified Party may pursue any other remedy provided in law or equity. (e) The provisions of this Article III shall inure to the benefit of the Indemnified Parties, and not to exercise any right under successors, assigns, heirs and personal representatives of such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (bf) The Issuer Fund covenants and agrees to pay call for Capital Contributions from time its Partners, to time as warranted all expenses, including attorneys’ fees and costs and expenses, that may be incurred by the Affiliate Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, extent permitted in the aggregateFund Partnership Agreement, no less advantageous to satisfy the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its Fund’s obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective DateArticle III. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From Each Board Member, each other Member and after each officer, manager, director or agent of the ClosingCompany (each, an "Indemnitee"") shall be entitled, to the fullest extent permitted or required by the Delaware Act or other applicable Law, to be exculpated from, and indemnified by, the Issuer will Company against any liability, loss, damage, penalty, action, claim, judgment, settlement, cost or expense of any kind or nature whatsoever (including all reasonab le attorneys' fees, costs and expenses of defense, appeal and settlement of any proceedings instituted against such Indemnitee or the Company and all costs of investigation in connection therewith) that relates to or arises out of, or is alleged to relate to or a rise out of, any action or inaction on the part of such Indemnitee acting in its applicable capacity on behalf of the Company; provided that an Indemnitee shall be entitled to indemnification hereunder only to the extent that such Indemnitee's conduct did not constitute fraud, willful misconduct, gross negligence or a breach of this Agreement, any employee policies applicable to su ch Indemnitee or any fiduciary or other duties owed by suc h Indemnitee. The Board of Managers shall cause the Group Companies Company to fulfill advance expenses incurred by such Indemnitee upon the receipt by the Company of a signed statement of such Indemnitee agreeing to reimburse the Company for such advance if it is ultimately determined that such Indemnitee is not entitled to be indemnified by the Company for such expenses and honor in all respects such case any such Indemnitee shall reimburse the obligations Company for such expenses previously paid to their respective current or on behalf of such Indemnitee. If the Company lacks sufficient cash assets to indemnify t he Indemnitee, then the Indemnitee shall be entitled to reimbursement, with interest at the prime rate, when the Company has cash assets available. (b) The indemnification and former directors, managers, officers, employees advancement of expenses provided by or granted pursuant to this Section 6.03 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any other agreement. (c) The Company may purchase and agents (and maintain insurance on behalf of any individual who prior to the Effective Date becomes Person that is or was a director, managerMember, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Group Company) pursuant Member, officer, employee or agent of another Person, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not he or she would be entitled to any indemnification provisions indemnity against such liability under the Constituent Documents of the Group Companies as in effect on the date provisions of this Agreement Section 6.03. (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide d) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 6.03 shall continue as to each a Person that has ceased to be a Member, an officer, manager, director, employee or agent of the Company, or an Affiliate Indemnified Parties and shall inure to the fullest extent permitted by such Constituent Documents, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenses, that may be incurred by the Affiliate Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as benefit of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ executors and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums administrators of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective DatePerson. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after the Closing‌ 5.5.1. An Indemnified Party shall not be liable, the Issuer will cause the Group Companies to fulfill and honor responsible or accountable in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior damages or otherwise to the Effective Date becomes a director, manager, officer, employee Partnership or agent of a Group Company) pursuant to any indemnification provisions under Partner for any Loss incurred or suffered by reason of (i) any action or omission by the Constituent Documents of Indemnified Party, if such action or omission was taken in good faith, unless such Loss is primarily attributable to (A) the Group Companies as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions Party’s Culpability with respect to indemnification and exculpation from Liability as set forth such action or omission, or (B) the Indemnified Party’s action or omission that resulted in the Constituent Documents of the Group Companies as of the date a material breach of this Agreement, which provisions will or (ii) the mistake, action, inaction or negligence of brokers or other agents of the Partnership selected and monitored in good faith. In addition, an Indemnified Party that has retained an independent third-party selected as provided in 5.5.3 to provide professional services with respect to the Partnership or an Investment shall not be amendedliable, repealed responsible or accountable in damages or otherwise modified during such period in to the Partnership or to any manner that would adversely affect the rights thereunder Partner for any Loss incurred or suffered by reason of any Affiliate action or omission by such independent third-party (notwithstanding that such third-party may have been Culpable with respect to such action or omission or the fact that the delegation to such other Person was not strictly necessary) unless the Indemnified PartyParty was itself Culpable with respect to the appointment or supervision of such third- party.‌ 5.5.2. Without limiting The following provisions shall apply with regard to the generality Partnership’s obligations to indemnify an Indemnified Party:‌ (a) The General Partner acknowledges that the Initial Limited Partners may not be permitted under the laws of the foregoingCommonwealth of Kentucky to provide indemnification. As a result thereof, the Issuer agreesInitial Limited Partners shall not be obligated to make any indemnification payment to the extent not permitted under such laws. Representations, following warranties and covenants made by the ClosingInitial Limited Partners in this Agreement or the Subscription Agreement shall be deemed to be modified so as to be consistent with the preceding sentence. Nothing contained herein, however, shall relieve the Initial Limited Partners of any obligation it may have under this Agreement to cause each contribute capital in respect of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to its Capital Commitment under this Agreement. To the fullest extent permitted by such Constituent Documentslaw, the Partnership, out of the Partnership Assets and not out of the separate assets of any Partner, shall indemnify and hold harmless, to the extent described below, any Indemnified Party who was or is a party (or is threatened to be made a party) to any threatened, pending or completed action, suit or proceedings (collectively, a “Proceeding”), whether civil, criminal, administrative or investigative (including any action by or in the right of the Partnership) from any Loss, and shall indemnify any Indemnified Party who has otherwise suffered a Loss, in either case by reason of any actions taken (or allegedly taken) by the Indemnified Party in connection with the Partnership, any Parallel Fund, or in connection with any involvement with a Portfolio Company or asset of the Partnership, any Parallel Fund, (including without limitation, serving as an officer, director, consultant, employee or a member of a creditors’ committee of any Portfolio Company), if such actions or omissions were taken in good faith, unless such Loss is primarily attributable to (A) the Indemnified Party’s Culpability with respect to such action or omission, or (B) the Indemnified Party’s action or omission that resulted in a material breach of this Agreement; provided, that the Partnership shall not provide any indemnification with respect to exercise any right under such Constituent Documents to elect not to provide indemnification disputes solely among and advancement between the General Partner, the Management Company, and any of expenses their respective Affiliates (other than the Partnership to the Affiliate Indemnified Partiesextent that the Partnership is deemed to be an Affiliate), shareholders, employees, partners or members. (b) If an Indemnified Party is entitled to indemnity from the Partnership under this Paragraph 5.5.2, it shall be indemnified, to the fullest extent allowed by law, for any Loss actually and reasonably incurred by such Indemnified Party to the extent it has not otherwise been reimbursed. 5.5.3. Notwithstanding any provision to the contrary, an Indemnified Party may act upon the opinion or advice of or information obtained from legal advisers, bankers, accountants or other professional advisors believed by the Indemnified Party in good faith and upon reasonable grounds to be expert in relation to the matters upon which he or she is consulted and to be independent of the Indemnified Party, and the Indemnified Party shall not be liable to the Partnership or the Partners for anything done or suffered by it or them in good faith in reliance upon any such opinion, advice, statement or information.‌ 5.5.4. The Issuer agrees General Partner shall provide prompt notice to pay from time to time as warranted all expensesthe Limited Partners of any claim for indemnification submitted by an Indemnified Party; provided, including attorneys’ fees and costs and expenseshowever, that may be incurred no notice is required for the reimbursement of the General Partner, Management Company or any of their Affiliates by the Affiliate Indemnified Parties Partnership of a Partnership Expense (other than a Partnership Expense described in enforcing the indemnity and other obligations provided for in Section 6.1.1(w)). 5.5.5. For purposes of this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Date. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.5.5:‌

Exculpation and Indemnification. 9.1 Each party to this Agreement (“Indemnifying Party”) will defend, indemnify, and hold harmless the other party, its affiliates, employees, officers, agents, and directors (“Indemnified Parties”) from and against claims, actions, investigations, losses, damages, penalties, liabilities, costs, fines, and expenses of any kind whatsoever, including reasonable attorneys’ and experts’ fees and expenses (“Losses”) incurred by, imposed on, or asserted against any Indemnified Party arising from the breach of any of Indemnifying Party’s obligations under this Agreement or the negligence or willful misconduct of the Indemnifying Party (and, in the case of Employer, any Participant); except that, to the extent that such Losses were a consequence of the negligence or willful misconduct by any Indemnified Party, the Indemnifying Party shall have no obligation to indemnify any Indemnified Party. Any indemnification obligation discussed herein is limited to actual damages, reduced by any recovery the Indemnified Party receives from third parties, and does not extend to lost profits, indirect, special, incidental or consequential or punitive damages, whether or not foreseeable and regardless of the form of action in which such a claim may be brought. 9.2 Any party seeking indemnity under this Section 9 shall: (a) From and promptly after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior to the Effective Date becomes a director, manager, officer, employee receiving notice of or agent becoming aware of a Group CompanyLoss for which indemnity may be sought, give the Indemnifying Party prompt written notice thereof, together with any and all documentation received which is related to such Loss; (b) pursuant to any indemnification provisions under give the Constituent Documents Indemnifying Party full control over the defense and settlement of the Group Companies as in effect Loss or related litigation; and (c) 9.3 Employer acknowledges and agrees that HMSC is to provide the Services based exclusively on the date terms of this Agreement (and the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as Plan Data provided by the “Affiliate Indemnified Parties”). From Employer and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions Participants and that HMSC has no other obligations with respect to indemnification the Plan, Employer or Participants. HMSC shall have no duty to verify or investigate whether Plan Data it receives is properly authenticated, accurate and/or complete, and exculpation shall not be liable for acting (or failing to act) in accordance with Plan Data provided to it (including, but not limited to, instructions from Liability as set forth in Employer Contacts and Participants). HMSC shall have no duty to verify or investigate the Constituent Documents source of any Plan securities or other property transferred to the custodian pursuant to the Employer’s direction, nor into the authority or right of the Group Companies as transferor of such securities or other property. HMSC shall have no responsibility for determining whether an Employer Contact’s or Participant’s instruction conforms to the terms of the date Plan or complies with applicable law. HMSC shall not be liable to Employer or the Other Employer Plan for any action which Employer or a third party takes with respect to the Other Employer Plan. 9.4 HMSC shall not be liable for any act or omission of a third-party service provider to the Plan, except as described in Section 1.2. 9.5 Neither party will be liable for or be deemed in default of its obligations under this Agreement to the extent that any delay or failure in performance of this AgreementAgreement results, which provisions will not be amendeddirectly or indirectly, repealed from any cause beyond the reasonable control of a party, including without limitation, acts of nature, acts of civil or otherwise modified during such period military authority or other governmental actions, acts of terrorism, civil or labor disturbances or difficulties, fraud, forgery, malfunction of equipment or software (except where malfunction is primarily attributable to a party’s negligence in any manner that would adversely affect maintaining the rights thereunder equipment or software), failure of or the effect of rules or operations of any Affiliate Indemnified Partysecurities depository or external funds transfer system, quarantines, embargoes, epidemics, war, riots, fires, explosions, earthquakes, floods, unusually severe weather conditions, or interruptions in or unavailability of power or other utilities. Without limiting the generality of the foregoingEach party is responsible for its own acts and omissions relating to transmitting, the Issuer agreesreceiving, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documentsstoring, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenses, that may be incurred by the Affiliate Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Datehandling documents. Notwithstanding the foregoing, the Issuer each party, at its own expense, will not provide for and maintain equipment, software, services, and testing reasonably necessary to send and receive electronic documents effectively and reliably. 9.6 Nothing in this Section 9 shall limit any rights or remedies that may be required available to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amounteither party under applicable law. The Issuer may satisfy its obligations under provisions of this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which 9 shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Date. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns termination of the Issuerthis Agreement.

Exculpation and Indemnification. None of Kohlberg or any of its affiliates (aincluding Kohlberg affiliated funds) From and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to or any of their respective current and former directors, managersprincipals, officers, employees and directors, stockholders, agents (and or employees; any individual who prior direct or indirect general partner, managing member and/or controlling shareholder of any Kohlberg affiliated fund; any persons designated by Kohlberg, any Kohlberg affiliate or any Kohlberg affiliated fund, to the Effective Date becomes serve as a director, officer, board observer, partner, trustee, fiduciary, manager, officeremployee, employee consultant or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents of the Group Companies as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Dateadvisor, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality functional or foreign equivalent of the foregoing, the Issuer agrees, following the Closing, to cause each any of the Group Amendia Companies (each, an “Indemnified Party”) shall have any liability to provide indemnification and advancement of expenses the Amendia Companies for any services provided pursuant to this Agreement, except as may result from such Indemnified Party’s gross negligence or willful misconduct, provided however that notwithstanding the foregoing each of such Indemnified Party shall be exculpated from liability to the Affiliate Indemnified Parties Amendia Companies to the fullest extent permitted under Delaware law. The Amendia Companies, jointly and severally, hereby agree to indemnify each Indemnified Party from and against all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs or expenses (including, without limitation, interest, penalties and reasonable fees, expenses and disbursements of attorneys, experts, personnel and consultants incurred by such Constituent Documentsthe Indemnified Party in any action or proceeding between any of the Amendia Companies and the Indemnified Party or between the Indemnified Party and any third party, and not or otherwise) based upon, arising out of, or in any way relating to exercise (i) this Agreement, the Acquisition, any right under such Constituent Documents transaction to elect not to provide indemnification and advancement which any of expenses the Amendia Companies is a party, or any other circumstances with respect to the Affiliate Indemnified Parties. Amendia Companies or (bii) The Issuer agrees operations of, or services provided by Kohlberg to pay the Amendia Companies from time to time as warranted all expenses, (including attorneys’ fees and costs and expenses, that may be but not limited to any indemnification obligations assumed or incurred by the Affiliate any Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous Party to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as or on behalf of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer willAmendia Companies, or will cause its Affiliates toany of their accountants or other representatives, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Selleragents or affiliates), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Date. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after Neither the ClosingInvestment Manager nor any of its partners, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former affiliates, directors, managers, officers, employees employees, shareholders, members and other agents (and any individual who prior each, an "Indemnified Party"), shall be liable to the Effective Date becomes a directorFund or to the Members for monetary damages for any losses, managerclaims, officer, employee damages or agent liabilities ("Damages") arising from any act performed or omitted by such parties arising out of a Group Company) pursuant to any indemnification provisions or in connection with the performance by Investment Manager of its services under the Constituent Documents of the Group Companies as in effect on the date of this Agreement (or the Persons entitled Fund's business or affairs, except to be indemnified pursuant the extent that any such Damages are primarily attributable to the gross negligence or willful misconduct of such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing. (1) The Fund shall, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documentsapplicable law, indemnify, defend and not hold harmless the Indemnified Parties against any Damages to exercise which the Indemnified Party may become subject in connection with any right matter arising out of or in connection with the performance by Investment Manager of its services under such Constituent Documents this 914393.10 5 Agreement or the Fund's business or affairs, except, with respect to elect not to provide indemnification and advancement of expenses any Indemnified Party to the Affiliate extent that any such Damages are primarily attributable to the gross negligence or willful misconduct of such Indemnified PartiesParty. If the Indemnified Party becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of or in connection with the performance by Investment Manager of its services under this Agreement or the Fund's business or affairs, the Fund shall reimburse the Indemnified Party for its reasonable legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith, provided, however, that the Indemnified Party shall promptly repay to the Fund the amount of any such reimbursed expenses paid to it if it shall ultimately be finally determined that the Indemnified Party was not entitled to be indemnified by the Fund in connection with such action, proceeding or investigation. If for any reason (other than by reason of the exclusions from indemnification hereinabove set forth) the foregoing indemnification is unavailable to the Indemnified Party, or insufficient to hold it harmless, then the Fund shall contribute to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Fund on the one hand and the Indemnified Party on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. (b2) The Issuer agrees to pay provisions of this Section 3.1(b) shall survive for a period of three years from time to time as warranted all expenses, including attorneys’ fees and costs and expensesthe date of dissolution of the Fund; provided however, that may be incurred by if at the Affiliate end of such period there are any actions, proceedings or investigations then pending, the Indemnified Parties in enforcing Party shall notify the indemnity Members (which notice shall include a brief description of each such action, proceeding or investigation and other obligations provided for in the liabilities asserted therein) and the provisions of this Section 6.33.1(b) shall survive with respect to each such action, proceeding or investigation set forth in such notice (or any related action, proceeding or investigation based upon the same or similar claim) until the date that such action, proceeding or investigation is finally resolved; and provided, further, that the obligations of the Fund under this Section 3.1(b) shall be satisfied solely out of Fund assets, subject to the right of the liquidator of the Fund to establish reserves, pursuant to the Fund Operating Agreement for contingent obligations under this Section 3.1(b). (c) For at least six years after No Member of the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous Fund shall have any obligation to the insured Fund or any other Member of the Fund to bring or join in any action in defense of an Indemnified Party pursuant to Section 3.1 (a) or (b). Nothing contained in this Section 3.1 shall be construed as the current policies any waiver of directors’ and officers’ Liability insurance maintained claims or recoveries by the Group Companies as of the Effective Date, in each case covering those Affiliate Fund or an Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective DateParty. (d) This Section 6.3 will survive The remedies of an Indemnified Party under this Article III shall be non- exclusive and, without duplication, each such Indemnified Party may pursue any other remedy provided in law or equity. (e) The provisions of this Article III shall inure to the Closing, is intended to benefit and may be enforced by of the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors any successors, assigns, heirs and permitted assigns personal representatives of the Issuersuch Indemnified Parties.

Exculpation and Indemnification. Neither the Member nor any Director or Officer (aeach an “Indemnified Party”) From and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior shall be liable to the Effective Date becomes a directorCompany or any other person or entity who has an interest in the Company for any loss, manager, officer, employee damage or agent claim incurred by reason of a Group Company) pursuant to any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Group Companies as Company and in effect a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the date full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement (the Persons Agreement, except that no Indemnified Party shall be entitled to be indemnified pursuant to in respect of any loss, damage or claim incurred by such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary Party by reason of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions gross negligence or willful misconduct with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreementsuch acts or omissions; provided, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documents, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenseshowever, that may be incurred by the Affiliate Indemnified Parties in enforcing the any indemnity and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which 17 shall be satisfactory provided out of and to the Seller)extent of Company assets only, coveringand the Member shall have no personal liability on account thereof. Any repeal or modification of this Section 17 shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, for suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This Section 17 shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a period beginning on rebuttable presumption that a claimant under this Section 17 is entitled to such indemnification and the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least Company shall bear the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained burden of proving by the Group Companies as a preponderance of the Effective Dateevidence that such claimant is not so entitled to indemnification. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. A. None of the Members, Executive Committee members or Officers (aeach an "Indemnified Party") From and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior shall be liable to the Effective Date becomes Company or any other Person that has an interest in the Company for any loss, damage or claim (a director, manager, officer, employee "Loss") or agent any expenses or costs associated with a Loss ("Costs") incurred by reason of a Group Company) pursuant to any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Group Companies as Company and in effect a manner reasonably believed to be within the scope of the authority conferred on the date of such Indemnified Party by this Agreement (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”)or applicable law. From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to To the fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Constituent DocumentsIndemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement or applicable law, provided, however, any indemnity under this Section 5.11 shall be provided out of and to the extent of the Company assets only, and not to exercise no Member, Executive Committee member or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any right under loss after receipt by the Company from the Indemnified Party of a statement requesting such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay advances from time to time as warranted all expensestime, including attorneys’ fees provided that such statement provides reasonable documentary evidence of such Costs and costs and expenses, that may be incurred provides a written undertaking by the Affiliate Indemnified Parties in enforcing the indemnity Party to repay any and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but all advanced Costs in the event such Indemnified Party is ultimately determined not to be entitled to indemnification by the Company. B. For the purposes of this Section 5.11, references to "the Company" shall include, in addition to the Company, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its members, executive committee members, officers or persons performing comparable functions, so that the annual premiums any Person who is or was an executive committee member, officer or person performing a comparable function of such insurance coverage exceed such amount, constituent entity shall stand in the Issuer will, or will cause its Affiliates to, obtain a policy with same position under the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under provisions of this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory 5.11 with respect to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required resulting or surviving entity as he would have with respect to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Datesuch constituent entity if its separate existence had continued. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From Neither the General Partner nor any of its agents and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior to the Effective Date becomes a director, manager, officer, employee or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents of the Group Companies as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”)) shall be liable to the Partnership or the other Partners for any act or omission performed or omitted by the General Partner or any such other person except if such act or omission was the result of such person’s gross negligence, willful misconduct or fraud. From and after the Closing through the sixth anniversary Each of the Effective DateIndemnified Parties shall be indemnified and held harmless by the Partnership from any and all losses, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreementexpenses, which provisions will not be amended, repealed claims or otherwise modified during such period in any manner that would adversely affect the rights thereunder liabilities of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted nature whatsoever incurred by such Constituent DocumentsIndemnified Party (including, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenseswithout limitation, including reasonable attorneys’ fees and costs and expenses) arising out of or in connection with any act or omission performed or omitted by such Indemnified Party except if such act or omission was the result of such Indemnified Party’s gross negligence, that may willful misconduct or fraud. The Indemnified Parties shall be incurred entitled to rely on the advice of counsel or public accountants, or any other person or entity believed by the Affiliate Indemnified Parties to be knowledgeable about the matter at issue and any act or omission of the Indemnified Parties in enforcing reliance on such advice shall in no event subject the indemnity and Indemnified Parties to liability to the Partnership or any other obligations Partner, provided that any such counsel, public accountant or other person or entity was selected with reasonable care. Furthermore, for in purposes of this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate4.6, no less advantageous Indemnified Party shall be deemed to have acted in a manner constituting gross negligence, willful misconduct or fraud unless so found following a final adjudication by a court of competent jurisdiction and the insured as the current policies of directors’ and officers’ Liability insurance maintained exhaustion by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required any rights they may have to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for appeal such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Datefinding. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior No Member or officer shall be liable to the Effective Date becomes a directorCompany, manageror any other person or entity who has or had an interest in the Company, officerincluding the Forming Person (each, employee an "Indemnified Party"), for any loss, damage or agent claim incurred by the Company by reason of a Group Company) pursuant to any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Group Companies as Company and in effect on the date of this Agreement (the Persons entitled a manner reasonably believed to be indemnified pursuant to such provisions being referred to collectively as within the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary scope of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of authority conferred on such Indemnified Party by this Agreement, which provisions will not except that an Indemnified Party shall be amendedliable for any such loss, repealed damage or otherwise modified during claim incurred by the Company by reason of such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party's fraud or willful misconduct. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to To the fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Constituent DocumentsIndemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, and not except that no Indemnified Party shall be entitled to exercise be indemnified for any right under such Constituent Documents to elect not to provide indemnification and loss, damage or claim incurred by such Indemnified Party by reason of such Indemnified Party's fraud or willful misconduct; provided, however, that any indemnity or advancement of expenses under this Section 20 shall be provided out of and to the Affiliate Indemnified Parties. (b) extent of Company assets only, and no Member shall have personal liability on account thereof. The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expensesexpenses of any Indemnified Party reasonably incurred in defending any threatened or pending action, that may suit or proceeding, whether civil, criminal, administrative or investigative, shall be incurred by the Affiliate Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but Company in advance of the event that the annual premiums final disposition of such insurance coverage exceed action, suit or proceeding upon receipt of an undertaking by or on behalf of the Indemnified Party to repay such amount, amount if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified by the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under Company as authorized by this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Date20. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after the ClosingNone of Difco nor any of its officers, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managersemployees, agents, invitees, affiliates, successors or assigns (the "Difco Related Parties") shall be liable to AccuMed or any of its officers, employees and agents (and any individual who prior to the Effective Date becomes a directordirectors, manageremployees, officeragents, employee invitees, affiliates, successors or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents of the Group Companies as in effect on the date of this Agreement assigns (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified "AccuMed Related Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions ") with respect to indemnification any losses, costs, liabilities, settlement payments, awards, judgments, fines, penalties, damages (including compensatory, consequential, incidental, special, punitive and exculpation exemplary), expenses, or other charges (including reasonable attorney's fees) ("Losses"), and AccuMed (on behalf of itself and the AccuMed Related Parties) hereby waives and agrees to not make any claim against any of Difco or the Difco Related Parties therefor, and to pay, fully indemnify, defend and hold harmless Difco and the Difco Related Parties from Liability as set forth in any such Losses resulting from, arising out of or related to the Constituent Documents performance of any of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed services provided or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documents, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenses, that may be incurred by the Affiliate Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to by Difco under this clause with at least Agreement, except only for Losses arising out of the same coverage and amounts and containing terms and conditions that are not less advantageous gross negligence or willful misconduct of Difco. AccuMed and, subject to the Affiliate Indemnified foregoing, Difco shall pay, fully indemnify, defend and hold each other harmless with respect to any Losses (but excluding any consequential, incidental, special, punitive and exemplary damages) arising out of either party's violation of, or failure to comply with, any material provision of this Agreement and, in addition, AccuMed shall pay, fully indemnify and hold Difco and the Difco Related Parties than those currently provided to harmless from any Losses arising out of any claims made by AccuMed employees housed in the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as AccuMed Space except for Losses arising out of the Effective Dategross negligence or willful misconduct of Difco. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after Neither the ClosingMember nor any of its respective shareholders, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directorsemployees, managersagents, officers, directors, any of their respective affiliates, consultants, employees and agents or agents, any Manager or any Officer (and any individual who prior each, an “Indemnified Party”) shall be liable to the Effective Date becomes a directorCompany or any other person or entity who has an interest in the Company for any loss, manager, officer, employee damage or agent claim incurred by reason of a Group Company) pursuant to any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Group Companies Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s wanton or reckless misconduct, as construed under Section 275.170 of the Act, as it may be amended or superceded from time to time (“Section 275.170”). To the fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in effect good faith on behalf of the date Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement (the Persons Agreement, except that no Indemnified Party shall be entitled to be indemnified pursuant to in respect of any loss, damage or claim incurred by such provisions being referred to collectively Indemnified Party by reason of wanton or reckless misconduct (as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions construed under Section 275.170) with respect to indemnification such acts or omissions; provided, however, that any indemnity under this Section 22 shall be provided out of and exculpation from Liability as set forth to the extent of Company assets only, and the Member shall have no personal liability on account thereof. (b) Expenses incurred by an Officer or Manager in defending or in preparation for a civil, criminal, administrative or investigative action, suit or proceeding, arbitration, mediation or claim in respect thereof (collectively, “Actions”) shall be paid by the Constituent Documents Company in advance of the Group Companies as final disposition of such Action upon receipt of an undertaking by or on behalf of the date Manager or Officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section 22. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate. As used in this Section 22, “expenses” shall mean any direct out-of-pocket costs reasonably related to such Action, including, without limitation, attorneys’ fees, fees of this Agreementconsultants, which provisions will not be amendedadvisors and expert witnesses, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide and related charges. (c) The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Section 22 shall not be deemed exclusive of any other rights to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documents, and not to exercise any right under such Constituent Documents to elect not to provide which those seeking indemnification and or advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenses, that may be incurred by entitled under any agreement among or between the Affiliate Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Dateparties, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability available insurance policy of the Group Companies or otherwise, both as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend action in any one year an amount his official capacity and as to action in excess of 300% of the annual premium currently paid by the Group Companies for another capacity while holding such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Dateoffice. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after None of the ClosingMember, any trustee or manager of the Member, the Issuer will cause Managers, Officers, the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officersPlan Administrator, employees and or agents of the Company (and any individual who prior each, an “Indemnified Party”) shall be liable to the Effective Date becomes Company, the Member, any Manager or any other person or entity who is a directorparty to or is otherwise bound by this Agreement for any loss, manager, officer, employee damage or agent claim incurred Case 17-11375-BLS Doc 2624-1 Filed 04/10/18 Page 15 of a Group Company) pursuant to 60 by reason of any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party on behalf of the Group Companies as in effect on the date Company, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of this Agreement (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party’s willful misconduct, bad faith, gross negligence or fraud. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to To the fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Constituent DocumentsIndemnified Party by reason of any act or omission performed or omitted by such Indemnified Party, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of such Indemnified Party's willful misconduct, bad faith, gross negligence or fraud with respect to such acts or omissions; provided, however, that the Member, Managers, Officers and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate other Indemnified PartiesParties shall have no personal liability on account thereof. (b) The Issuer agrees To the fullest extent permitted by law, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, no Indemnified Party shall have (i) any fiduciary duties to pay from time the Company, the Member or any other person or entity who is a party to time or is otherwise bound by this Agreement, or (ii) except as warranted all expensesexpressly set forth herein, including attorneys’ fees and costs and expensesany other duties to the Company, the Member or any other person or entity who is a party to or is otherwise bound by this Agreement; provided that may be incurred by the Affiliate Indemnified Parties in enforcing the indemnity and other obligations provided for nothing in this Section 6.323(b) shall eliminate the implied contractual covenant of good faith and fair dealing. (c) For at least six years after To the Effective Datefullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by an Indemnified Party defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of such Indemnified Party to repay such amount if it shall be determined that such Indemnified Party is not entitled to be indemnified as authorized in this Section 23. (d) Notwithstanding the fact that the Member, or any of its affiliates, other than the Company (together, the Issuer will maintain in effect policies “Sponsor Parties”), may have concurrent liability to an Indemnified Person with respect to indemnity and/or advancement obligations, the Company and its subsidiaries shall be the indemnitor of directors’ first resort (and officers’ Liability insurance the liability of at least any Sponsor Party for such indemnity and/or advancement shall be secondary) and the same level of coverage Company and containing terms which are, in the aggregate, its subsidiaries shall have no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as right or claim against any of the Effective Date, in each case covering those Affiliate Sponsor Parties for contribution or have rights of subrogation against any Sponsor Parties through an Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective DatePerson with respect to any indemnity or advancement obligation provided pursuant to this Section 23. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in In the event that the annual premiums of such insurance coverage exceed such amountany Sponsor Party pays or advances an Indemnified Person any amount with respect to an indemnity or advancement obligation, the Issuer Company will, or will cause its Affiliates subsidiaries to, obtain a policy with as applicable, promptly reimburse such Sponsor Party for such payment or advance upon request. For the greatest avoidance of doubt, any insurance coverage available for a cost not exceeding such amount. The Issuer may satisfy any indemnity or advancement obligation provided by, obtained by or paid for by the Company or any of its obligations under subsidiaries on the one hand and any Sponsor Party on the other hand shall be subject to the same primary and secondary liability hierarchy set forth in this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller23(d), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Date. (de) This Section 6.3 will survive The Company shall purchase and maintain insurance on behalf of the Closing, is intended to benefit and Indemnified Parties against any liability which may be enforced by asserted against, or expense which may be incurred by, any such Person in connection with the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns business of the IssuerCompany and the Company’s other activities.

Exculpation and Indemnification. (a) From and after the ClosingNo Responsible Party shall be liable to a Bound Party for any loss, the Issuer will cause the Group Companies to fulfill and honor damage or claim incurred by reason of any act or omission performed or omitted by such Responsible Party in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior to the Effective Date becomes a director, manager, officer, employee or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents good faith on behalf of the Group Companies as Company and in effect on the date of this Agreement (the Persons entitled a manner reasonably believed to be indemnified pursuant to such provisions being referred to collectively as within the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary scope of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of authority conferred on such Responsible Party by this Agreement, which provisions will not be amendedunless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality respect of the foregoingmatter in question, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to Responsible Party engaged in intentional fraud or intentional malfeasance. (b) To the fullest extent permitted by applicable law, a Responsible Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Constituent DocumentsResponsible Party by reason of any act or omission performed or omitted by such Responsible Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Responsible Party by this Agreement, except that no Responsible Party shall be entitled to be indemnified in respect of any loss, damage or claim willful misconduct with respect to such acts or omissions, provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenses, that may be incurred by the Affiliate Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.3Member shall have no personal liability on account thereof. (c) For at least six years after To the Effective Datefullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Responsible Party in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous Company prior to the insured as the current policies final disposition of directors’ and officers’ Liability insurance maintained such claim, demand, action, suit or proceeding upon receipt by the Group Companies as Company of an undertaking by or on behalf of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy Responsible Party to repay such amount of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not it shall be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event determined that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost Responsible Party is not exceeding such amount. The Issuer may satisfy its obligations under entitled to be indemnified as authorized in this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Date18. (d) This Section 6.3 will survive A Responsible Party shall be fully protected in relying in good faith upon the Closingrecords of the Company and upon such information, is intended opinions, reports or statements presented to benefit and may be enforced the Company by the Group Companies and their Affiliate Indemnified Parties, and will be binding person or entity as to the matters the Responsible Party reasonably believes are with been selected with reasonable care by or on all successors and permitted assigns behalf of the IssuerCompany, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Responsible Party otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Responsible Party. (f) The foregoing provisions of this Section 18 shall survive any termination of this Agreement.

Exculpation and Indemnification. (a) From The Company shall hold harmless and after indemnify the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior to the Effective Date becomes a director, manager, officer, employee or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents of the Group Companies as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by applicable Law from any liability, loss, cost or expense (including judgments, fines, amounts paid in settlement, attorneys’ fees and expenses actually and reasonably incurred) (collectively, “Indemnifiable Losses”) that may accrue to or be incurred by such Constituent DocumentsIndemnified Party in connection with any action or proceeding in which such Indemnified Party is or may become involved, and not as a party or otherwise, or with which such Indemnified Party may be threatened, relating to exercise or arising out of the conduct of the affairs of the Group Companies or otherwise in connection with this Agreement or the matters contemplated herein; provided, however, that (i) no indemnification may be made to or on behalf of any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses Indemnified Party to the Affiliate extent such Indemnifiable Losses are found by a court of competent jurisdiction in a non-appealable final judgment or in a duly constituted arbitration proceeding (a) to have resulted from bad faith, active and deliberate dishonesty, fraud, willful misconduct, gross negligence, (b) a violation of applicable Law or (c) a material breach of this Agreement by such Indemnified PartiesParty, (ii) no Indemnified Party shall be entitled to indemnification hereunder from and against any claims, liabilities, damages, losses, costs or expenses arising with respect to any controversies between or among the Members or each of their respective officers, directors, equity holders, members, employees and partners to which the Company is not a party and (iii) the Company’s obligations hereunder shall not apply with respect to losses of an Indemnified Party’s investment in the Company or tax obligations incurred by any Indemnified Party as a result of such Indemnified Party’s ownership of an interest in the Company or investments made by the Company or its Affiliates. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Party did not satisfy the foregoing standard of conduct that would entitle such Indemnified Party to indemnification pursuant to this Section 4.7(a). (b) The Issuer agrees to pay from time to time as warranted all expenses, Expenses (including attorneys’ fees and costs and expenses, reasonable attorney’s fees) reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be incurred subject to a right of indemnification hereunder shall be advanced by the Affiliate Company prior to the final disposition thereof upon receipt of a written undertaking by or on behalf of such Indemnified Parties Party to repay such amount to the extent that it shall be determined ultimately that such Indemnified Party is not entitled to be indemnified hereunder; provided, that the Company shall have no obligation to make any advances to any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.3connection with any claim by any Group Company against such Indemnified Party, or by such Indemnified Party against any Group Company. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies The right of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous any Indemnified Party to the insured as the current policies of directors’ indemnification provided herein shall be cumulative of, and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates addition to, obtain a policy with the greatest coverage available for a cost not exceeding any and all rights to which such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required may otherwise be entitled by contract or as a matter of Law or equity and shall extend to be provided pursuant to this clause with at least the same coverage such Indemnified Party’s successors, assigns and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Datelegal representatives. (d) This Section 6.3 will survive An Indemnified Party shall obtain the Closingwritten consent of the Board of Managers prior to entering into any compromise or settlement which would result in an obligation of the Company to indemnify such Indemnified Party, is intended to benefit which consent shall not be unreasonably withheld or delayed. If liabilities arise out of the conduct of the affairs of the Company and may be enforced any other Person for which the Indemnified Party was then acting in a similar capacity, the amount of the indemnification provided by the Group Companies Company shall be limited to the Company’s proportionate share thereof as determined in good faith by the Board of Managers. (e) The Board of Managers shall cause the Company to purchase, at the Company’s expense, insurance to insure the Indemnified Parties against liability for any breach or alleged breach of their responsibilities under this Agreement or otherwise in connection with activities of the Company regardless of whether such insurance insures against liability for which indemnification by the Company is not permitted under the terms of this Agreement. (f) The Indemnified Parties may consult with legal counsel and their Affiliate Indemnified Partiesaccountants selected by them and any act or omission suffered or taken by them on behalf of the Company or in furtherance of the interests of the Company in good faith in reasonable reliance upon and in accordance with the advice of such counsel or accountants shall be full justification for any such act or omission, and will such Indemnified Parties shall be binding on all successors and permitted assigns fully protected in so acting or omitting to act; provided that such counsel or accountants were selected with reasonable care. (g) Prior to the Company making or any other Group Company making any indemnification payment to an Indemnified Party, such Indemnified Party shall first establish to the reasonable satisfaction of the IssuerBoard of Managers that such Indemnified Party has taken reasonable steps to seek recovery under any other indemnity or any insurance policies by which such Person is indemnified or covered, as the case may be, and to preserve the Company’s subrogation rights as contemplated by Section 4.7(h). (i) The Company hereby acknowledges that certain Indemnified Parties may have certain rights to indemnification and/or insurance provided by a Member and/or certain of their Affiliates (collectively, the “Other Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to each Indemnified Party are primary and those of the Other Indemnitors are secondary), it shall be liable for the full amount of all Indemnifiable Losses to the extent legally permitted and that it irrevocably waives any claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any Indemnified Party with respect to any claim for which such Indemnified Party has sought indemnification from the Company shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Party against the Company. (ii) Except as provided in Section 4.7(h)(i) above, in the event of any payment of Indemnifiable Losses under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of the Indemnified Party against other Persons (other than the Other Indemnitors), and the Indemnified Party shall take, at the request of the Company, all reasonable action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. Notwithstanding anything to the contrary contained herein, this Section 4.7(h) shall be for the exclusive benefit of the Other Indemnitors and shall not result in any benefit to, or right of, any other Person. (i) The provisions of this Section 4.7 shall continue to afford protection to each Indemnified Party regardless of whether such Indemnified Party remains in the position or capacity pursuant to which such Indemnified Party became entitled to indemnification under this Section 4.7 and regardless of any subsequent amendment to this Agreement, and no amendment to this Agreement shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment.

Exculpation and Indemnification. None of the Members, Officers, or Managers (aeach an “Indemnified Party”) From and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior shall be liable to the Effective Date becomes Company or any other person or entity who has an interest in the Company for any loss, damage, or claim (a director“Loss”) (or any expenses or costs associated therewith, manager, officer, employee including without limitation legal fees and expenses (“Costs”)) incurred by reason of any act or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents omission performed or omitted by such Indemnified Party in good faith on behalf of the Group Companies as Company and in effect a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such Loss and Costs, incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the date full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any Loss or Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement (the Persons Agreement, except that no Indemnified Party shall be entitled to be indemnified pursuant to in respect of any Loss or Costs incurred by such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary Party by reason of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions such Indemnified Party’s gross negligence or willful misconduct with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreementsuch acts or omissions; provided, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documents, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenseshowever, that may be incurred by the Affiliate Indemnified Parties in enforcing the any indemnity and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which 5.04 shall be satisfactory provided out of and to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as extent of the Effective Date. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified PartiesCompany assets only, and will be binding no Member, Manager, or Officer shall have personal liability on all successors and permitted assigns of the Issueraccount thereof.

Exculpation and Indemnification. (a) From and after No Member (including the ClosingManager, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to such capacity) nor any of its Affiliates nor any of their respective current and or former directorsMembers, managersmembers, shareholders (or other Equity Security holders), officers, employees and directors, employees, consultants, agents or representatives (and any individual who prior to the Effective Date becomes a directoreach an “Indemnified Party” and, managercollectively, officer, employee or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents of the Group Companies as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after ) shall be liable, in damages or otherwise, to the Closing through the sixth anniversary Company or to any of the Effective Date, Members for any act or omission performed or omitted by such Indemnified Party in connection with the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents conduct of affairs of the Group Companies as Company or otherwise incurred in connection with the Company or this Agreement or the matters contemplated herein; provided, that no indemnification shall be granted to any Indemnified Party, that is not an individual, for (i) any act or omission of such Indemnified Party or any Related Indemnitee resulting from such Person’s own fraud, criminal or willful misconduct, gross negligence or bad faith, (ii) any breach by such Indemnified Party or any Related Indemnitee of any of the date terms and provisions of this Agreement, which provisions will not be amended, repealed or (iii) any breach by an Indemnified Party or otherwise modified during such period in any manner that would adversely affect the rights thereunder Related Indemnitee of any Affiliate contract with the Company; and provided further, that no indemnification shall be granted to any Indemnified Party. Without limiting the generality Party that is an individual for any act or omission of the foregoingsuch Indemnified Party or any Related Indemnitee resulting from such individual’s own fraud or criminal or willful misconduct. (b) The Company shall indemnify, the Issuer agreesdefend and hold harmless, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by law, the Indemnified Parties, from and against any loss, damage, expense, claim or liability of any kind or nature whatsoever that such Constituent DocumentsIndemnified Party may at any time become subject to or liable for any reason arising out of this Agreement or in connection with the conduct of the affairs of the Company; provided, that no Indemnified Party that is not an individual shall be entitled to indemnification if and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties.extent that the liability otherwise to be indemnified for results from (bi) The Issuer agrees to pay any act or omission of such Indemnified Party or any Related Indemnitee resulting from time to time as warranted all expensessuch Person’s own fraud, including attorneys’ fees criminal or willful misconduct, gross negligence or bad faith, (ii) any breach by such Indemnified Party or any Related Indemnitee of any of the terms and costs provisions of this Agreement, or (iii) any breach by an Indemnified Party or any Related Indemnitee of any contract with the Company; and expensesprovided further, that may no indemnification shall be incurred by the Affiliate granted to any Indemnified Parties in enforcing the indemnity and other obligations provided Party that is an individual for in this Section 6.3any act or omission of such Indemnified Party or any Related Indemnitee resulting from such individual’s own fraud or criminal or willful misconduct. (c) For at least six years after the Effective Date, the Issuer will maintain Expenses (including reasonable legal fees) incurred by an Indemnified Party in effect policies defense or settlement of directors’ and officers’ Liability insurance any claim or liability that may be subject to a right of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained indemnification hereunder shall be reimbursed by the Group Companies as Company upon the final disposition of the Effective Dateany such proceeding and, in each case covering those Affiliate thereafter, upon receipt of a written request from such Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy Party requesting reimbursement of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, if it has been determined by a court of competent jurisdiction that the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required entitled to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Dateindemnified hereunder. (d) This The right of any Indemnified Party to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnified Party may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnified Party’s successors, assigns and legal representatives. (e) If the Company, the Manager, any Member or any Affiliate of a Member or the Company is required by law to make any payment on behalf of a Member (including without limitation federal or foreign withholding taxes), then the Company (if permitted to without incurring any penalties) shall notify such Member of such obligation and such Member shall have the opportunity to make such payment on its own behalf. If such Member fails, or is not otherwise able, to make such payment on its own behalf and the Company, Member or such Affiliate makes any such payment on behalf of the Member, such Member shall reimburse, indemnify and hold harmless the Company, the Manager, the other Members, each such Affiliate and each of their respective officers, directors, employees, stockholders, members and agents (each of which shall be a third-party beneficiary of this Agreement solely for purposes of this Section 6.3 will 7.11(e)) for the entire amount of such payment (including interest and penalties thereon and expenses related thereto). Distributions or payments to which a Member is otherwise entitled to pursuant to Article V or Article XI hereof may be offset against such Member’s obligation to reimburse and indemnify a party pursuant to this Section 7.11(e). A Member’s obligation under this Section 7.11(e) shall bear interest commencing with the date such obligation arises, at an annual rate equal to the lesser of the maximum amount permitted by law and the per annum rate of interest reported on the date such obligation arises by The Wall Street Journal as the six (6) month London Interbank Offered Rate plus five-hundred (500) basis points. (f) The Company and the Manager shall maintain insurance in customary amounts and against customary risks as reasonably determined from time to time by the Manager. (g) The indemnities provided hereunder shall survive termination of the Closing, is intended to benefit Company and this Agreement. The provisions of this Section 7.11 for the indemnification of Persons other than Members may be relied upon by such Persons and may be enforced as if such Persons were parties hereto and, to this extent, the Manager shall be deemed to hold the benefit of such indemnity on behalf of each Indemnified Party and shall use its reasonable endeavors to assist such Person in bringing proceedings in respect of a claim under this Section 7.11. (h) Neither the Manager nor any Member shall be liable to the Company or to another Member for any consequential or punitive damages. (i) Notwithstanding the foregoing, no Affiliate of a Member (including of the Manager, in such capacity) nor any of the respective current or former members, shareholders (or other Equity Security holders), officers, directors or employees of a Member or of an Affiliate of a Member shall be personally liable for any payments due from a Member hereunder or any obligations to be performed by a Member hereunder, except as expressly provided herein or in any other agreement to which such Person is a party. The sole recourse of the Group Companies Company or other Members for any payments due from a Member hereunder or any obligations to be performed by a Member hereunder shall be against such Member and their Affiliate Indemnified Partiesits assets and not against any other Person; provided, however, that (x) nothing in this Section 7.11(i) shall limit or otherwise prejudice in any way the right of the Company or other Members to proceed against any Person with respect to the enforcement of such Person’s obligations under any agreement to which it is a party, and will (y) recourse against a Person for such Person’s own fraud or criminal or willful misconduct shall not be binding on all successors and permitted assigns of the Issuerlimited by this Section 7.11(i).

Exculpation and Indemnification. (a) From and after None of the ClosingMember, any trustee or manager of the Member, the Issuer will cause Managers, Officers, the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officersPlan Administrator, employees and or agents of the Company (and any individual who prior each, an “Indemnified Party”) shall be liable to the Effective Date becomes Company, the Member, any Manager or any other person or entity who is a directorparty to or is otherwise bound by this Agreement for any loss, manager, officer, employee damage or agent claim incurred (a) by reason of a Group Company) pursuant to any indemnification provisions under the Constituent Documents act or omission performed or omitted by such Indemnified Party on behalf of the Group Companies as in effect on the date Company, except that an Indemnified Party shall be liable for any such loss, damage or claim Case 17-11375-BLS Doc 2624-1 Filed 04/10/18 Page 46 of this Agreement (the Persons entitled to be indemnified pursuant to 60 WEIL:\96414082\15\76903.0004 2 0 incurred by reason of such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party’s willful misconduct, bad faith, gross negligence or fraud. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to To the fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Constituent DocumentsIndemnified Party by reason of any act or omission performed or omitted by such Indemnified Party, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of such Indemnified Party's willful misconduct, bad faith, gross negligence or fraud with respect to such acts or omissions; provided, however, that the Member, Managers, Officers and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate other Indemnified PartiesParties shall have no personal liability on account thereof. (b) The Issuer agrees To the fullest extent permitted by law, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, no Indemnified Party shall have (i) any fiduciary duties to pay from time the Company, the Member or any other person or entity who is a party to time or is otherwise bound by this Agreement, or (ii) except as warranted all expensesexpressly set forth herein, including attorneys’ fees and costs and expensesany other duties to the Company, the Member or any other person or entity who is a party to or is otherwise bound by this Agreement; provided that may be incurred by the Affiliate Indemnified Parties in enforcing the indemnity and other obligations provided for nothing in this Section 6.323(b)23(b) shall eliminate the implied contractual covenant of good faith and fair dealing. (c) For at least six years after the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Date. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. (a) From and after Neither the ClosingInvestment Manager nor any Affiliate or any members, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former associates, directors, managers, officers, employees and or agents (and any individual who prior to the Effective Date becomes a director, manager, officer, employee or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents of the Group Companies as in effect on the date of this Agreement Investment Manager or any Affiliate (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as each, an “Indemnified Party” and collectively, the “Affiliate Indemnified Parties”). From and after ) shall be liable to the Closing through Client for any act or omission based upon honest errors of judgment, negligence or other fault in connection with the sixth anniversary business or affairs of the Effective DateClient, so long as the Issuer will cause action or failure to act does not constitute Disabling Conduct (including, without limitation, for the Group Companies actions of any sub-advisor selected by the Investment Manager to maintain manage the provisions account containing the Aggregate Assets, except where the Indemnified Party acted with respect to indemnification and exculpation from Liability as set forth Disabling Conduct in the Constituent Documents selection and engagement of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate sub-advisor). (b) The Client shall indemnify each Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties Party to the fullest extent permitted by such Constituent DocumentsLaw and to hold each Indemnified Party harmless from and with respect to all (a) fees, costs and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and disbursements) incurred in connection with or resulting from any claim, action or demand against the Indemnified Parties that arise out of or in any way relate to the Client, its properties, business or affairs and (b) any losses or damages resulting from any such claim, action or demand, including amounts paid in settlement or compromise of the claim, action or demand, except that this indemnification shall not apply to any such fees, costs, expenses, losses or damages (“Losses”) arising out of an Indemnified Party’s Disabling Conduct. Further, the Client’s obligations under this paragraph 12 shall not apply (x) with respect to Losses arising out of any unsuccessful claim, action or demand (excluding counterclaims) by any Indemnified Party against the Client, or (y) with respect to Losses arising out of any claim, action or demand arising out of or related to disputes among the Indemnified Parties. The Client shall advance to any Indemnified Party costs and expenses, expenses (including attorneys’ fees and disbursements) that may be incurred are deemed reasonable by the Affiliate Investment Manager, and that are incurred in connection with any action or proceeding subject to indemnification hereunder, prior to the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Parties Party to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified by the Client. U.S. federal securities laws, under certain circumstances, impose liability even on Persons that act in enforcing good faith, and the indemnity and other obligations provided for in Client is not waiving any rights it may have to the extent that such liability may not be waived, modified or eliminated under applicable Law but shall be construed so as to effectuate the provisions of this Section 6.3paragraph 12 to the fullest extent permitted by Law. (c) For at least six years after purposes of this paragraph12, acts or failures to act undertaken upon the Effective Dateadvice of counsel shall be deemed to be actions in good faith, within the Issuer will maintain in effect policies scope of directors’ authority and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as best interests of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective DateClient. (d) This Section 6.3 will survive the Closing, is intended to benefit The obligations of TP Re Bermuda and may TP Re USA under this paragraph 12 shall be enforced by the Group Companies several and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuernot joint.

Exculpation and Indemnification. (a) From and after None of the ClosingMembers, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directorsManagers or Officers (each, managers, officers, employees and agents (and any individual who prior an “Indemnified Party”) shall be liable to the Effective Date becomes Company or any other Person or entity who has an interest in the Company for any loss, damage or claim (a director“Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, managerexcept that an Indemnified Party shall be liable for any such Loss and Costs incurred by reason of such Indemnified Party’s acts or omissions (i) which are not in good faith or which such Indemnified Party did not reasonably believe to be in or to not be opposed to the best interests of the Company or which involve intentional misconduct or knowing violation of the law or (ii) from which an improper personal benefit shall have been derived by such Indemnified Party; provided, however, that any indemnity under this Section 6.03 shall be provided out of and to the extent of the Company assets only, and no Member, Manager or Officer shall have personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from to time, provided that such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Company. The Company may enter into agreements with its Managers to provide for indemnification consistent with the terms and conditions set forth in this Section 6.03. (b) The Company shall have the power to indemnify any Person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such Person was or is a Manager, Officer or employee or agent of the Company, or is or was serving at the request of the Company as a Manager, officer, employee or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents of the Group Companies as another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to settlement actually and reasonably incurred by such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective DatePerson in connection with such action, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed suit or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties proceeding to the fullest full extent permitted by law or enter into agreements with any such Constituent Documents, and not to exercise any right under Person for the purpose of providing for such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenses, that may be incurred by the Affiliate Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.3indemnification. (c) For at least six years after The provisions of this Section 6.03 are for the Effective Date, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as benefit of the Effective DateIndemnified Parties, in each case covering those Affiliate Indemnified Parties who are covered by the directors’ their heirs, successors, assigns and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will administrators and shall not be required deemed to expend create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 6.03 or any provision hereof shall be prospective only and shall not in any one year an amount in excess of 300% of way affect the annual premium currently paid by limitations on the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations Company’s liability to any Indemnified Party under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall 6.03 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Dateasserted. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.

Exculpation and Indemnification. Neither the Shareholder, any Manager nor any officer of the Company (aeach, an “Indemnified Party”) From and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior shall be liable to the Effective Date becomes a directorCompany for any loss, manager, officer, employee damage or agent claim incurred by reason of a Group Company) pursuant to any indemnification provisions under act or omission performed or omitted by the Constituent Documents Indemnified Party in good faith on behalf of the Group Companies as Company and in effect a manner reasonably believed to be within the scope of the authority conferred on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of Party by this Agreement, which provisions will not except that the Indemnified Party shall be amendedliable for any such loss, repealed damage or otherwise modified during such period in any manner that would adversely affect claim incurred by reason of the rights thereunder of any Affiliate Indemnified Party’s willful misconduct or gross negligence. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to To the fullest extent permitted by such Constituent Documentsapplicable law, and not the Indemnified Party shall be entitled to exercise indemnification from the Company for any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expensesloss, including attorneys’ fees and costs and expenses, that may be damage or claim incurred by the Affiliate Indemnified Parties Party by reason of any act or omission performed or omitted by the Indemnified Party in enforcing good faith on behalf ofthe Company and in a manner reasonably believed to be within the scope of the authority conferred on the Indemnified Party, except that the Indemnified Party shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by the Indemnified Party by reason of willful misconduct or gross negligence with respect to such acts or omissions; provided, however, that any indemnity under this Article IV shall be provided out of and other obligations provided for in this Section 6.3. (c) For at least six years after to the Effective Dateextent of Company assets only, and the Shareholder shall not have any liability on account thereof Notwithstanding anything herein to the contrary, the Issuer will maintain in effect policies indemnification afforded herein shall be subject to, and no broader than permitted by, the laws of directors’ Delaware and officers’ Liability insurance all laws applicable to WPP pic and its subsidiaries, including, without limitation, the Companies ▇▇▇ ▇▇▇▇ of at least the same level of coverage England and containing terms which areWales and all applicable limitations set forth therein, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained absence ofthe approval ofthe Shareholder. Received by the Group Companies as of the Effective Date, in each case covering those Affiliate Indemnified Parties who are covered NSD/FARA Registration Unit 03/02/2021 6:16:32 PM Received by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Date. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.NSD/FARA Registration Unit 03/02/2021 6:16:32 PM

Exculpation and Indemnification. (a) From The Company shall indemnify to the fullest extent permitted by law the Managing Member from and after against all costs and expenses (including attorneys' fees and disbursements), judgments, fines, settlements, claims and other liabilities ("Claims") incurred by or imposed upon the ClosingManaging Member in connection with, or resulting from, investigating, preparing or defending any action, suit or proceeding, whether civil, criminal, administrative, investigative, legislative or otherwise (or any appeal therein), to which the Managing Member may be made a party or become otherwise involved or with which the Managing Member may be threatened, in each case by reason of, or in connection with, the Issuer will cause Managing Member's being or having been associated with the Group Companies to fulfill and honor Company or by reason of any action or alleged action, omission or alleged omission by the Managing Member in all respects the obligations to their respective current and former directorsany such capacity, managers, officers, employees and agents (and any individual who prior to the Effective Date becomes extent that the Managing Member is not adjudged by a directorcourt of competent jurisdiction to have engaged in willful misconduct, managerfraud or gross negligence. (b) The personal liability of the Managing Member is hereby eliminated to the fullest extent permitted by the Act, officeras the same may be amended and supplemented. The Managing Member shall not be personally liable to the Company or its Members for monetary damages for breach of fiduciary duty (which has been determined by a court of competent jurisdiction) as the Managing Member, employee except as to liability to the extent such exemption from liability or agent of a Group Company) pursuant to any indemnification provisions limitation thereof is not permitted under the Constituent Documents Act, as the same exists or may hereafter be amended. If the Act hereafter is amended to further eliminate or limit the liability of the Group Companies as Managing Member, then the Managing Member, in effect on addition to the date of this Agreement (circumstances in which the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability Managing Member is not personally liable as set forth in the Constituent Documents of the Group Companies as of the date of this Agreementpreceding sentence, which provisions will shall not be amendedliable to the fullest extent permitted by the Act. In furtherance of, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without and without limiting the generality of the foregoing, the Issuer agreesManaging Member shall not be (i) personally liable for the debts, following the Closing, to cause each obligations or liabilities of the Group Companies Company, including any such debts, obligations or liabilities arising under a judgment, decree or order of a court; (ii) obligated to provide indemnification and advancement cure any deficit in any Capital Account; (iii) required to return all or any portion of expenses any Capital Contribution; or (iv) required to each lend any funds to the Company. Any repeal or modification of this Section 6.3(b) by the Members shall not adversely affect any right or protection of the Affiliate Indemnified Parties Managing Member existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. (c) To the fullest extent permitted by such Constituent Documentslaw, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of the Company shall pay the expenses to the Affiliate Indemnified Parties. (b) The Issuer agrees to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenses, that may be incurred by the Affiliate Indemnified Parties Managing Member in enforcing the indemnity and other obligations provided for in this Section 6.3. (c) For at least six years after the Effective Dateinvestigating, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which arepreparing or defending a civil or criminal action, suit or proceeding, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as advance of the Effective Datefinal disposition thereof, in each case covering those Affiliate Indemnified Parties who are covered upon receipt of an undertaking by the directors’ and officers’ Liability insurance policy or on behalf of the Group Companies Managing Member to repay such amount if there is an adjudication or determination by a court of competent jurisdiction that he is not entitled to indemnification as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Dateherein. (d) This None of the provisions of this Section 6.3 will shall be deemed to create or grant any rights in favor of any third party, including, without limitation, any right of subrogation in favor of any insurer or surety. The rights of indemnification granted hereunder shall survive the Closingdissolution, is intended to benefit winding up and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns termination of the IssuerCompany.

Exculpation and Indemnification. (a) From and after The Member shall not be liable to the ClosingIssuer, the Co-Issuer, any holder of the Notes, any holder of the Preferred Shares, any holder of ordinary shares of the Issuer will cause or the Group Companies Collateral Manager (i) for any losses incurred as a result of the actions taken or omitted to fulfill and honor in all respects be taken by the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior Member pursuant to the Effective Date becomes a directorprovisions of this Exhibit B-▇ or the Advisory Committee Guidelines, managerexcept that the Member may be so liable to the extent such losses are the result of acts or omissions constituting willful misconduct, officer, employee fraud or agent gross negligence by the Member in the performance of a Group Company) pursuant to any indemnification provisions its obligations hereunder or under the Constituent Documents Advisory Committee Guidelines or (ii) for the acts or omissions of any other member of the Group Companies as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Affiliate Indemnified Parties”). From and after the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any Affiliate Indemnified Party. Without limiting the generality of the foregoing, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documents, and not to exercise any right under such Constituent Documents to elect not to provide indemnification and advancement of expenses to the Affiliate Indemnified PartiesAdvisory Committee. (b) The Issuer agrees to pay from time to time as warranted all expensesshall indemnify the Member for, and hold the Member harmless against, any loss, liability or expense (including without limitation reasonable attorneys’ fees and expenses) incurred arising out of or in connection with the Member’s service as a member of the Advisory Committee, including the costs and expensesexpenses of defense against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (collectively, “Losses”); provided, however, that may be the Issuer shall not indemnify the Member for any Losses incurred as a result of acts or omissions constituting willful misconduct, fraud or gross negligence by the Affiliate Indemnified Parties Member in enforcing the indemnity and other performance of its obligations provided for in this Section 6.3hereunder or under the Advisory Committee Guidelines. (c) For If any action shall be instituted involving the Member for which indemnification hereunder may be applicable, such Member shall promptly notify the Issuer and the Collateral Manager in writing and the Issuer shall have the right to retain counsel reasonably satisfactory to the Issuer and the Collateral Manager to represent the Member and any others the Issuer may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, the Member shall have the right to retain individual counsel, but the fees and expenses of such counsel shall be at least six years after the Effective Dateexpense of the Member unless (i) the Issuer and the Member shall have agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include the Member and the Issuer and representation of all such parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Issuer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for the Member and any other members of the Advisory Committee, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. The Issuer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which areagrees, in the aggregate, no less advantageous subject to the insured as limitations noted herein, to indemnify the current policies Member from and against any loss or liability by reason of directors’ and officers’ Liability insurance maintained by such settlement or judgment. The Issuer shall not, without the Group Companies as prior written consent of the Effective DateMember, effect any settlement of any pending or threatened proceeding in each case covering those Affiliate Indemnified Parties who are covered by respect of which the directors’ and officers’ Liability insurance policy Member is or is likely to have been a party, unless such settlement includes an unconditional release of the Group Companies as Member from all liability on claims that are the subject matter of the Effective Datesuch proceeding. Notwithstanding the foregoing, if any person shall pay the Issuer will not be required to expend in Member any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided indemnification pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous Paragraph 4, such person shall succeed to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Date. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns rights of the Issuer, to the exclusion of the Issuer, set forth in this Paragraph 4(c) (including, but not limited to, the right of the Issuer to retain counsel to represent the Member in any related proceeding and to effect any settlement of any related pending or threatened proceeding).

Exculpation and Indemnification. of the Members and the Manager. (a) From and after the Closing, the Issuer will cause the Group Companies to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, employees and agents (and any individual who prior No Indemnified Party shall be liable to the Effective Date becomes a directorCompany for any loss, managerdamage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in connection with any matter arising from, officeror related to, employee or agent of a Group Company) pursuant to any indemnification provisions under the Constituent Documents of the Group Companies as in effect on the date of connection with this Agreement (or the Persons entitled to be indemnified pursuant to such provisions being referred to collectively as Company's business or affairs; provided, however, that the “Affiliate Indemnified Parties”). From and after foregoing shall not eliminate or limit the Closing through the sixth anniversary of the Effective Date, the Issuer will cause the Group Companies to maintain the provisions with respect to indemnification and exculpation from Liability as set forth in the Constituent Documents of the Group Companies as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder liability of any Affiliate Indemnified Party if a judgment or other final adjudication adverse to the Indemnified Party establishes that the Indemnified Party. Without limiting 's acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that the generality of Indemnified Party personally gained a financial profit or other advantage to which the foregoingIndemnified Party was not legally entitled. (b) The Company shall, the Issuer agrees, following the Closing, to cause each of the Group Companies to provide indemnification and advancement of expenses to each of the Affiliate Indemnified Parties to the fullest extent permitted by such Constituent Documentsthe Act, indemnify and hold harmless, and not advance expenses to, each Indemnified Party against any losses, claims, damages or liabilities to exercise which the Indemnified Party may become subject in connection with any right under such Constituent Documents matter arising from, related to, or in connection with, this Agreement or the Company's business or affairs; provided, however, that no indemnification may be made to elect not to provide indemnification and advancement or on behalf of expenses any Indemnified Party if a judgment or other final adjudication adverse to the Affiliate Indemnified Parties. Party establishes (bi) The Issuer agrees that the Indemnified Party's acts or omissions giving rise to pay from time such losses, claims, damages or liabilities were committed in bad faith or were the result of active and deliberate dishonesty and were material to time as warranted all expensesthe cause of action so adjudicated or (ii) that the Indemnified Party personally gained a financial profit or other advantage to which the Indemnified Party was not legally entitled; provided, including attorneys’ fees and costs and expensesfurther, that may such indemnification shall be incurred by subject to the Affiliate Indemnified Parties terms of, and shall be subordinate to the obligations (if any) payable under, the agreements referred to in enforcing Section 2.5 to which the indemnity and other obligations provided for in this Section 6.3Company is a party. (c) For at least six years after the Effective DateNotwithstanding anything else contained in this Agreement, the Issuer will maintain in effect policies of directors’ and officers’ Liability insurance of at least the same level of coverage and containing terms which are, in the aggregate, no less advantageous to the insured as the current policies of directors’ and officers’ Liability insurance maintained by the Group Companies as indemnity obligations of the Effective Date, Company under paragraph (b) above shall: (i) be in each case covering those Affiliate Indemnified Parties who are covered by the directors’ and officers’ Liability insurance policy of the Group Companies as of the Effective Date. Notwithstanding the foregoing, the Issuer will not be required addition to expend in any one year an amount in excess of 300% of the annual premium currently paid by the Group Companies for such insurance, but in the event liability that the annual premiums of such insurance coverage exceed such amount, the Issuer will, or will cause its Affiliates to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Issuer Company may satisfy its obligations under this Section 6.3(c) by purchasing a single tail directors and officers Liability insurance policy (which shall be satisfactory to the Seller), covering, for a period beginning on the Effective Date and continuing for at least six years thereafter covering each Affiliate Indemnified Party for whom insurance coverage is required to be provided pursuant to this clause with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Affiliate Indemnified Parties than those currently provided to the Affiliate Indemnified Parties under the insurance policies maintained by the Group Companies as of the Effective Date. (d) This Section 6.3 will survive the Closing, is intended to benefit and may be enforced by the Group Companies and their Affiliate Indemnified Parties, and will be binding on all successors and permitted assigns of the Issuer.otherwise have;